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HomeMy WebLinkAboutContract 50246 City Secretary Contract No. 5 ,p Iry C', �� �� FoRTWORTH, 'W NOW* t9 V V tib' t V1 VIa PROFESSIONAL SERVICES AGREEMENT (Information Technology) This PROFESSIONAL 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 SEARCHBLOX SOFTWARE, INC. ("Consultant"),a Delaware Corporation, and acting by and through Timo Selvaraj its duly authorized Vice President Product Management. City and Consultant are each individually referred to herein as a"party"and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This for Professional Services Agreement; 2. Exhibit A—Statement of Work Plus Any Amendments To The Statement of Work; 3. Exhibit B—Payment Schedule; 4. Exhibit C—Milestone Acceptance Form; 5. Exhibit D—Intentionally Deleted; and 6. Exhibit E—Signature Verification Form 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. The term"Consultant" or"Contractor"shall include the Consultant or Contractor, and its officers, agents, employees,representatives, servants, contractors or subcontractors. The term"City" shall include its officers, employees, agents, and representatives. 1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide the City with professional consulting services for implementation of SearchBlox Services including architecture, search collections setup,migration of Google Search appliance configuration and search user interface customization. Specifically, Consultant will perform all duties outlined and described in the Statement of Work remotely, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws,rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. OFFICIAL RE� R SEARCHBLOX SOFTWARE,INC. CITY 5(+ TA 710f Professional Services Agreement-Technology Rev.9/2017 FT.WOR 7 III TX Page 1 of 69 City Secretary Contract No. 2. Term. This Agreement shall commence upon final execution("Effective Date") and shall expire no later than twelve (12)months after final execution("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(2)two,one-year renewals at the City's option,each a"Renewal Term."The City shall provide Consultant with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. Compensation. The City shall pay Consultant an amount not to exceed $53,840.00 in accordance with the provisions of this Agreement and Exhibit"B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(M). 4. Termination. 4.1. Convenience. Either the City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the 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 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 doculnents 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. 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 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 2 of 69 City Secretary Contract No. Effective Date of this Agreement,Consultant hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. The City acknowledges that Consultant may use products,materials, or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way.Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event,Consultant shall,in good faith,use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. 6.1. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant not less than 10 days written notice of any intended audits. 6.2. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7. 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 the City shall in no way be considered a Co-employer or a Joint employer of Consultant or SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 3 of 69 City Secretary Contract No. 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. 8.1. LIABILITY - 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 NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2. 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) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT,ITS OFFICERS,AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 8.3. INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1. The Consultant warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses,applications,methods,ways,and processes(in this Section 8C each individually referred to as a"Deliverable" and collectively as the"Deliverables,") do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 8.3.2. Consultant shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 8.3.3. Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense,including the payment of attorney's fees,any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 4 of 69 City Secretary Contract No. the City modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant in doing so. In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,Consultant shall,at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which termination City may seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 9. Assignment and Subcontracting. 9.1. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a 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: SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 5 of 69 City Secretary Contract No. 10.1.1. Commercial General Liability: 10.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 10.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 10.1.1.3. Defense costs shall be outside the limits of liability. 10.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 10.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 10.1.5. Technology Liability(Errors &Omissions) 10.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 10.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 10.1.5.3. Coverage shall include, but not be limited to, the following: 10.1.5.3.1. Failure to prevent unauthorized access; 10.1.5.3.2. Unauthorized disclosure of information; 10.1.5.3.3. Implantation of malicious code or computer virus; 10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 10.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 6 of 69 City Secretary Contract No. claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Consultant under this Agreement; 10.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Consultant and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 10.1.5.3.7. Any other insurance as reasonably requested by City. 10.2. General Insurance Requirements: 10.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 10.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 10.2.3. 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. 10.2.4. 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 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. 10.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 7 of 69 City Secretary Contract No. required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Compliance with Laws, Ordinances,Rules and Regulations.tions. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant._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: TO CONSULTANT: City of Fort Worth Searchl3lox Software, Inc. Attn:Assistant City Manager Attn: Timo Selvaraj 200 Texas Street 4870 Sadler Road Suite 300 Fort Worth TX 76102 Glen Allen,VA 23060 Facsimile: (817) 392-6134 Email: tselvaraj(i)searchblox.com Phone : +1 804 938 5574 With Copy to the City Attorney at same address 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.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 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 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 8 of 69 City Secretary Contract No. 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 their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force 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. 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. 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.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. 25. Warranty of Services. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event,at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 26. Milestone Acceptance. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit"C."If the City rejects the submission, it will notify the Consultant in writing as soon as SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 9 of 69 City Secretary Contract No. the determination is made listing the specific reasons for rejection.The Consultant shall have ten(10)days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. Network Access. 27.1. City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. 27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel,requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center ("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications,alterations,or amendments shall be made to the Security Addendum.The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration& Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under 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 l-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. Informal 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 rL-solution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 10 of 69 City Secretary Contract No. within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either 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. 30. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. 31. Reporting Requirements. 31.1. For purposes of this section,the words below shall have the following meaning: 31.1.1. Child shall mean a person under the age of 18 years of age. 31.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing, storage,or communication facilities that are connected or related to the device. 31.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs,repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware, and maintenance services. 31.2. Reporting Requirement. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer,if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 11 of 69 City Secretary Contract No. 32. 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"E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties and Obligations),5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and Section 8(Liability and Indemnification)shall survive termination of this Agreement. (signature page follows) SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 12 of 69 City Secretary Contract No. Executed in multiples this the)eday of , 20 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of — this contract,including ensuring all performance and By: reporting requirements. Name usan Alanis Title: Assistant City Manager B w a�� Date: a I� Y Name: _Ste e Streiffert_ APPROVAL RECOMMENDED: Title: Assistant Director,IT Solutions APPROVED AS TO FORM AND LEGALITY: By: Name: By, bV Title: NXme. —John,,d. Strong ATTEST: itle: Assist t City Attorney ONTRACT AUTHORIZATION: x�FpRT C: N/A Approved: N/A By: Name: _MKry J.Kays 1✓0 1295 Certification No.: N/A Title: City Secretary �c CONSULTANT: SEAR CHB SOF WARE,INC. ATTEST: By: By: Name: _Timo Selvaraj Name: _ crdu us ,emu Title: VP Product Management_ Title: t� Ury ,e�wbl.c. Date: 2-- '7 '- I li � CO..� �,,,,, ''b • v i t0. SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-TechnologyIL n- Rev.9/2017 FT.l , ,TX City Secretary Contract No. EXHIBIT A STATEMENT OF WORK Searchblox Software,Inc.response to RFP No. 17-0492 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 14 of 69 City Secretary Contract No. FORTWORTH® PURCHASING DIVISION REQUEST FOR PROPOSALS(RFP) for INSIGHT ENGINEREPLACEMENT RFP No.17-0492 Issued:September 20, 2017 PROPOSAL SUBMISSION DEADLINE: *++••+•Thursd'Y_(1 nher 26.2017 by 1-WM Loral Time++••••• NO LATEPROPOSALS, IJ,BLsACCAPTF,D $F 41�NCFC SHA .I.BF.D .i.tVFRF.DTn_ RFSPnNC S R ALL HE MAILED TO- CITY OF FORT WORTH PURCHASINGDIVISION CITY OF FORT WORTH PURCHASINGDIVISION LOWER LEVEL LOWER LEVEL 200 TEXAS STREET 200 TEXAS STREET FORT WORTH,TEXAS 76102-6314 FORT WORTH,TEXAS 76102-6314 Pre-Proposal Conference shall beheld: NAME AND ADDRESS OFCOMPANY Wednesday,October 4,2017,2:00 P.M.(Local Time) SUBMITTING PROPOSAL: at the Purchasing Divisions Large Conference Room, SearchBlox Software,Inc. Lower Level,City Hall,200 Texas Street,Fort Worth, 4870 Sadler Road Suite 300 Texas 76102-6314. Alen Allen VA 23080 lttttttt Ytttitittttttttt•tttttttttt•t R•ttt�t�• FOR ADDITIONAL INFORMATION REGARDING THIS RFP PLEASECONTACT: Contact Person: Tlmo Selvaraj Sheila Baker,Senior Bayer sheila.l►aker'a;FortWorlhTeaas.to�- Title: VP 4tiwttwfttttttt•ttwttt•tttttttwtrwwtttitttrttt• Phone:(804rava,F7e RETURN THIS COVER SHEET WITH RESPONSE TO: Fax:( ) Sheila Baker,Senior Buyer Email: tselvarajOsearchbiox.com Purchasing Division 200 Texas Street,Lower Level Signature: Fort Worth,Texas 76102-6314 Printed Name: Tlmo Selvaral Shan contract be available for Cooperative Agreement use? (See Section 27,page 9)Yes o Acknowledgment of Addenda: #1 #2 #3 #4 #S SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 15 of 69 City Secretary Contract No. SearchBlox Software, Inc. SearchBlox' 4870 Sadler Road Suite 300 SOFTWARE Glen Allen VA 23060 October 17th,2017 To: Shiela Baker Senior Buyer Purchasing Division Cky of Fort Worth 200 Texas Street, Lower Level Fort Worth,Texas 76102-6314 Subiect:Proposal Submission for RFP No.17-0492 Insight Enaine Replacement SearchBlox Software, Inc. is happy to submit the response to RFP No. 17-0492 Insight Engine Replacement. The following attachments are provided as part of our proposal for your consideration. - Small Business Self Certification Letter - Exhibit A Statement of Work - Exhibit B Qualifications&References - Exhibit C Contractor(s)Contact Information - Attachment B(Scope of Work for GSA Replacement)-Response by SearchBlox - Exhibit B Payment Schedule - PO from Department of Interior SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 16 of 69 City Secretary Contract No. - PO from City of Toronto - Public Synopsis by Department of Justice for GSA Replacement Selection Project - PO from Department of Justice - SearchBlox EULA - Certificate of Insurance The proposal is submitted in original with 4 copies and all files are added to the USB. Please let us know W you have any questions. Best Regards, Timo Selvaraj VP Product Management SearchBlox Software, Inc. www.searchblox.com SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 17 of 69 City Secretary Contract No. SearchBlox Software,Inc. SearchBlox M 4870 Sadler Road Suite 300 SOFTWARE Glen Allen VA 23060 October 17th,2017 To: City of Fort Worth Purchasing Division Lower Level 200 Texas Street Fort Worth Texas 76102-6314 This is is certify that SearchBlox Software, Inc. provider of SearchBlox Enterprise Search Software is a Minority Owned Small Business. Attached is PO from US DOJ where the classification is indicated. Best Regards, 7 v J Timo Sel varaj VP Product Management SearchBlox Software, Inc. www.searchbiox.com SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 18 of 69 City Secretary Contract No. EXHIBIT A STATEMENT OF WORK RFP No.17-0492,Imlyht Engim RWIacanamt, Paye 29 of 90 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 19 of 69 City Secretary Contract No. SearchBlox Software,Inc. 4870 Sadler Road Suite 300 Search Blox Glen Allen VA 23080 SOFTWARE (888)933-3828 infoosearchblox.00m Statement of Work for City of Fort Worth Texas This Statement of Work(the"SOW)sets forth the terms and conditions pursuant to which the City of Fort Worth("CFW)shall engage SearchBlox Software, Inc.("SearchBloxj to complete the service described in section 1 of this SOW(the"Services Engagement"). 1.Scope of Work for GSA Replacement • This Services Engagement is limited to implementation of SearchBlox Service including architecture,search collections setup,migration of Google Search Appliance configuration and search user interface customization. • SearchBlox will migrate your existing Google Search Appliance configuration to SearchBlox. • SearchBlox will create a CFW Branded Search Results Template for integration by CFW 2.Services 2.1 Coordination Each of SearchBlox and CFW shall designate a person to be its"Point of Contact"for communication,coordination,final signoff and resolution of any issues pre-and post- implementation. 2.2 CFW Point of Contact Responsibilities All SearchBlox communications related to this Services Engagement will be addressed to the CFW Point of Contact,and the CFW Point of Contact shall have the authority to act on behalf of CFW in all matters regarding this SOW. The CFW Point of Contact will coordinate with the SearchBlox Point of Contact to: a.complete and return any customer questionnaires,templates or checklists within a reasonable time,if applicable; b.serve as the interface between the SearchBlox Point of Contact and all CFW departments and divisions involved in this Services Engagement; c.attend status meetings if applicable,which attendance,if necessary,may be by telephone,videoconference,or other similar technology; d.obtain and provide applicable information,data,consents,decisions and approvals as required by SearchBlox to complete the Services Engagement,within a reasonable time; SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 20 of 69 City Secretary Contract No. party agreements and contracts,research,product plans,products,services,customers, markets,software,developments, inventions, processes,designs,drawings,engineering, hardware configuration information,marketing or finances of CFW,all of which is Confidential Information. Confidential Information does not include information,technical data or know how which()is in the possession of SearchBlox at the time of disclosure as shown by SearchBlox's files and records immediately prior to the time of disclosure,or(ii)prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of SearchBlox or,(iii)is approved by CFW,in writing,for release. City of Fort Worth,Texas SearchBlox Software, Inc. Signature Signature Printed Name Printed Name Title Title Date Date 3 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 21 of 69 City Secretary Contract No. Ca 15 F T' � S a ; i j T___� j Lm W f W SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 22 of 69 City Secretary Contract No. LY a. Lu SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 23 of 69 City Secretary Contract No. EXHIBIT B QUALIFICATIONS&REFERENCES Pleasc Complete and Return This Form with yourproposals. The Proposer shall furnish,with the proposals,the following information,for at least five(5)years.The City is particularly interested in implementation involving government entities that are approximately the same population base as Fort Worth,(700,000).Each Project description should be labeled 1-3 and each representative projed shall include: 1. Project Name City of Toronto Search Solution Desctiption/Scope of Work(what Enter roduct/service did ou rovide: P Search solution to replace Google Search Appliance Completion Date: June 2017 Was work subcontracted? Yes No #of Days worked SubContrador(s)'s name: Project Location(s) Project Manager/Superintendent: Phone: Email: Conn Ad Amount: US$26.000 2. Project Name Univ of Colorado Denver Search Sokrtion Description/Scope of Work(what product/service did youprovide: Websrte Search Solution Completion Date: March 2017 Was work subcontracted? Yes No #of Days worked SubContractor(s)'s name: Project Location(s) ProjectManager/Superintendent: Phone: Email: Contract Amount: US$28,400 3. ProjectName American Cancer Society Search Sokition Description/Scope of Work(what Enterprise Search solution to replace Google Search Appliance product/service did youprovide: Completion Date: November 2016 Was work subcontracted? Yes No #of Days worked SubContr-Ador(s)'s name: Project Location(s) ProjectManager/Superintendent: Phone: Email: Contract Amount: US$18,300 RFP No.174)Ia2,Inetht Enpko Replaeanent, Pape 11 of 30 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 24 of 69 City Secretary Contract No. EXHIBIT C CONTRA - ORMI'S CONTACT INFORMATION Contrador(s)'sName: TMOSeMtrei Contractor(s)'s Local Address: 4870 Sadler Road Suite 300 Glen Allen VA 23080 Phone:804 938 5574 Fax: Email: b Wand0nwchblox.com Name of persons to contact when placing an order: Nameiffide Tlmo Se VNA I VP Phone:804 938 5574 Fax: Email: oom Name/Ti� Phare: Fax: Email: Namerfitk Phone- Fax: Email: siisaffib" Printed Name Date RFP No.17.0402,Insight Engine Repboment Popr,12 of 30 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 25 of 69 City Secretary Contract No. ATTACHMENT B SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 26 of 69 City Secretary Contract No. SearchBlox` FoRTWORTH. SearchBlox Proposal for Insight Engine Replacement RFP No.17-0492 City of Fort Worth Texas The City of Fort Worth,Texas requires a Insight Engine solution to replace the existing Google Search Appliance(GSA)to ensure the our city website maintains a functioning search engine. Response to Attachment B-Scope of Work for GSA Replacement The City of Fort Worth,Texas has the following requirements for the solution: 31.1 The Contractor must be able to meet the following requirements General Requirements: 31.11 Appliance should have the ability to crawl entire CFW website -SearchBlox can crawl the entire CFW webslts. 31.12 Appliance should have ability to do relevant searches, based on where you are in the website, and in a relevant order. -Yes,SearchBlox can provide the most relevant searches based on the content and also allows administrators to adjust relevance of search collections. 31.13 For internal users, appliance should have ability to access other sources of content,such as Laserfiche,Open Data, SharePoint, multiple SQL databases and other CFW internal applications. -SeerchBlox come with 75+data connectors built-fn the product to access various data sources for Indexing. 31.14 Appliance has ability and path to migrate existing GSA to new product. -SearchBiox has migrated many customers using GSA to SeerchBlox managed migration services. Please see attached process map for migration.(Page 17) Page 1 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 27 of 69 City Secretary Contract No. 31.15 Appliance should have ability to return search results in custom-design screen to match City of Fort Worth branding. -SearchBlox will be able to design a CFW branded page and present results In the most relevant manner. 31.16 Appliance should have extensive and clear connector APIs;with intuitive and user friendly instructions. -SearchBlox has an extensive API based connector framework to build your own connectors or Integrate with 3rd part applications.We have extensive docunmmMion to support the connectors on our developer site. 31.17 Appliance should support https/http2 for security. -SearchBlox supports httpMmp2 for security Integration. 31.18 Appliance should support use of web services where they exist;if not thru web services,appliance will have capability to utilize SGML queries against the other system's databases. -Yes,SearchBiox can access dots from external systems like Salseforce or ServiceNow using SQL queries.SeorchBlox supports 75+data sources. 31.2 Requirements—Share Point Features 31.21 Appliance has ability to be used within the SharePoint application to replace its Search function. -Yes,SearchBlox can be Integrated Into SharePoint UI for search function. 31.3 Requirements—File Share Features 31.31 Appliance should have File share capability which can be utilized for internal (network) users. -Yes,SearchBlox can be used for file share capability Page 2 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 28 of 69 City Secretary Contract No. 31.32 Appliance includes share level and file level security. - Yes,SearchBlox can be integrated with share level and file level security 31.33 Appliance should allow users to open files rather than download them,when accessing files- -SearchBlox allows opening of files as allowed by the browser security very similar to the Google Search Appliance 31.34 Appliance should support when, in some cases,file shares will be fronted by a web server and exposed via http for viewing purposes. -Yes, SearchBIox can allow a frontend web server to serve the files. SearchBlox can also natively serve files If required. 31.4 Requirements—Additional desired features 31.41 Ability to enter words that are not on our website. -Yes,terms not available on the webpages can be entered for search 31.42 If you use a specific keyword(s),the appliance would be able to feature those resulting items that were found in our website;basically the appliance should be able to crawl and the ability to build an index from those keywords. -API based trigger of terms used can be built to allow crawling of external websltes for search indexing 31.43 Ability to"side load"information from other sites. -Yes,we can customize the Interface to allow side load of external shealbontent 31.44 Ability to do auto-completing searches. -Yes,SeerchBlox supports auto-complete of search. 31.45 Ability to accept a site map to initiate a crawl. -Yes,we support crawling of a webslte through a sitemap Page 3 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 29 of 69 City Secretary Contract No. 31.46 Ability to weigh keywords and add values to those keywords. -SearchBlox allows weighing of keywords at query time and also allows field/ collection level boosting 31.47 Ability to weigh results. -SearchBlox allows field/collection level boosting. 31.48 Ability to search any file type or exclude a file type based on file extensions. -Yes,SearchBlox allows searching of any file type or exclusion of any file type based on file extensions 31.5 Requirements—Ease of use features 31.51 Easy way to create content collection -SearchBlox provides an easy way to create new collections based within the admin console. 31.52 Dashboard available for weighing results. -Yes,SearchBlox allows relevance tuning through the Dashboard. 31.53 User screens are intuitive. -Yes,SearchBlox provides Intuitive user screens 31.6 Requirements—Administrative and Reporting 31.61 Appliance should be able to feed data to an analytical tool and provide support on how to use analytics. -Yes,the search query and clickstresm data can be accessed directly by external tools like Mena for visualisation of search data 31.62 Appliance should have the ability to create a custom crawl schedule by data sources for both internal and external websites. -Yes,we support custom scheduling of the crawler for each collection Page 4 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 30 of 69 City Secretary Contract No. 31.63 Appliance should provide administrative dashboard that is intuitive, user friendly, with GUI interface. -Yes,we provide a very Intuitive admin console 31.64 Ability to accept our web template(accept html,css). -Yes,we can accept html,coo for branding of the search pages within SearchBlox. 31.65 Appliance should have ability to identify data sources that you want to include and exclude within a search. -Yes,SearchBlox provides the ability to fllter data sources for search Inclusion and exclusion within a search 32.0 WARRANTY 32.1 The Proposer shall provide a comprehensive warranty for all application system solution software and services for a period of at least two(2)years following the date of final delivery and acceptance. -Yes,we can provide a 2 year warranty on the product 32.2 The Proposer shall warrant that all provided solution components will perform in substantial conformance to the product specifications, contract terms and industry standards. -Yes 32.3 The Proposer shall warrant that the medium on which all application software provided is free from defects. -Yes 32.4 The Proposer shall warrant that all software and services are of current design, release and professional knowledge at the time of implementation. -Yes Page 5 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 31 of 69 City Secretary Contract No. 32.5 The Proposer shall warrant that it holds sufficient licensing rights and/or title to any application software for which it grants licenses. -Yes 33.0 MAINTENANCE 33.1 Based on the proposed solution, explain how Proposer will support the City.The Proposer is expected to support all software and services required by the proposed solution via a toll free number staffed and available during normal business hours during periods covered by both the initial warranty and any service agreement. -SearchBlox provides Premium Levet support which is 365x24x7 support for customer support tickets through emaH or web form ticket submission.Platinum Level Is also offered for support as an option. 33.2.The Proposer should describe his/her company's commitment to customer service and provide examples of how that standard is maintained and enhanced by their employees on a daily basis.The narrative should address: Escalation Procedures and the use of standard troubleshooting techniques.The Proposer shall also list a single point of contact. -SearchBlox Premium Level Support Is 365x24x7 and comes with a 4 hour SLA for first response to production critical lasues.We also offer a Platinum Levet option should the City require a higher level of response. 33.3 Describe Proposer's standard maintenance. -SearchBlox provides 2 product releases per year which is made available for customers.SearchBlox provides guidance on upgrades and also healthy maintenance of the product on an on-going basis. 33.4 If a separate maintenance contract for on-going support is required, provide a contract example including cost. -License and Support Includes the maintenance of the product. 33.5 New software releases shall be included as part of any maintenance contract. -Yes, new product upgrades are Included In the license cost. Page 6 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 32 of 69 City Secretary Contract No. 33.6 N an extra license is required to operate a redundant fail-over server, provide the cost. -Pricing Schedule will provide the cost options for cluster setup which provides fall-over 33.7 Provide example of license agreements. -EULA and SOW will be attached 34.Technical Requirements 34.1 APPLICATIONS 34.11 Software must run on Windows 2012 or latest version of Windows Operation System -SearchBlox Is tested with Windows 2012 or later version 34.12 Software should be able to run in a Virtual Environment -Yes,SearchBlox can operate in VMWars or Hyper-V 34.13 Preferred solution utilizes 64-bit environment. -Yes,Application Is 64-bit. 34.14 If hosted or external:compatible wildcard certs. WA 34.15 Prefer web solution over client server solution. -Yes,SearchBlox is a web solution 34.16 Browser capability with latest versions of all browsers -SearchBlox Admin console Is compatible with Safari,Chrome and Flrefox. Search pages have compatibility for all browsers including 1E. 34.17 Document APIs -SeerchBlox provides a rich set of APIs. Page 7 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 33 of 69 City Secretary Contract No. 34.2 DATABASE 34.21 Database should be SOL Server 2012 or later. -SearchBlox doss hM require any external database like SOL Server 2012. 34.22 Windows Integrated authentication preferred SOL integrated allowed WA 34.23 Preferred reporting is SSRS WA 34.24 IF hosted:API for data transfer WA 34.25 Regulatory(PII-HiPAA)encrypted Data encryption at rest and in motion. WA 34.26 Data Purge Capability WA 34.3 GIS 34.31 Supported OS is Windows 2012 WA 34.32 GIS Software should be compatible with ESRI ArcGIS 10.3.1 WA 34.33 Web GIS Development is ArcGIS Server 10.3.1 WA 34.34 GIS custom code preference is Python or C# WA Page 8 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 34 of 69 City Secretary Contract No. 34.4 PLATFORM SERVICES 34.41 ADFS(On Prem or Cloud will be RDFS) -Yes, SserchBlox supports ADFS 34.42 LDAPS and TLS Compliance(Active Directory Data and Security) -Yes,support LDAPS and TLS compliance 34.5 DESKTOP HARDWARE/MOBIL COMPATIBILITY 34.51 iOS 9 and later -SearchBlox search resuits Is compatible 34.52 Android 5 and later -SearchBlox search results Is compatible 34.53 Windows 10 and 7 64 bit -SearchBlox search result Is compatible 34.54 Horizon View 6 -SearchBlox search results Is compatible Page 9 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 35 of 69 City Secretary Contract No. SearchBlox Enterprise Search Solution for City of Fort Worth SearchBlox recommends a cluster SearchBlox Enterprise Search Server architecture to provide the requirements for City of Fort Worth. SearchBlox provides meets all requirements to replace the Google Search Appliance and has replaced more than 100+GSA/GSS implementations. SewchBlox Features to most Enterprise Search Requirements SearchBlox provides a wide range of features within the product to meet the most complex requirements of enterprise search. - Built-in Content Connectors -Search Administration -Search Usability -Search Reporting -Maintenance and Upgrades -Language Support -File Formats -Security -Data Visualization -GSA to SearchBlox Managed Migration Content Connectors for 75+Repositories • Websites with secure crawling through HTTP Basic Auth, NTLM, Forms and Secure Certificates including HTTPS sites and proxy support. ■ File system with local, network and cloud storage including Amazon S3, Google Drive, Box and DropBox • MongoDB, MySQL, Microsoft SQL Server, PostgreSQL,Oracle SQL Server, Azure Table,Amazon DynamoDB,Amazon SimpleDB, Excel Services,Force.com,Active Directory, HPCC Systems,Apache Cassandra, Couchbase, Google BigQuery • Any CMIS compatible Content Management Systems(CMS) • Sharepoint(2010, 2013, Online) ■ Alfresco, Documentum, FileNet and Meridio ■ Atlassian JIRA • Atlassian Confluence ■ Hadoop,Apache HBase, Hive, MapR,Amazon S3,Azure Blob Storage,Google Cloud Storage ■ Email Servers, Microsoft Exchange,Gmail and Outlook PST Archives • Twitter, Facebook, YouTube • GitHub, BitBucket • Jama Software • Office 365 Page 10 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 36 of 69 City Secretary Contract No. • ServiceNow ■ Twilio ■ Soir, Elasticsearch ■ Slack ■ Marketo, Oracle, HubSpot,Google AdWords, Salesforce, Google Analytics, Eloqua, Zoho CRM,SugarCRM, Microsoft Dynamics CRM, NetSuite CRM, Authorize.Net ■ Quandi Databases ■ Magento ■ Exact Online, QuickBooks,Sage, Xero, FreshBooks, Microsoft Dynamics GP ■ Microsoft Dynamics NAV, SAP NetWeaver, Google Apps, NetSuite ERP Search Usability • Search across one or more collections and get federated search results. ■ Automatic Clustered Search for fast access to the right information. • Advanced Search—Filter by file format, language, keywords and date. ■ Faceted Search—Filter by term values, number or date range values and date histogram values. • Synonyms—Synonyms can be customized for every collection. ■ Spelling Suggestions—Based on terms from each collection. • Auto Suggestions or Typeahead suggestions—Get suggestions as you type. • Date Range search—filter search results by a particular date range. ■ Automatic highlighting of user search query terms in HTML and PDF documents. ■ Keyword-in-Context—search result description is displayed with content where the term occurs. • User-defined number of search results per page. ■ Simple and Advanced Query Syntax for your most basic to complex search requirements. • Support Boolean AND, OR, NOT, Fuzzy, Wildcard, Proximity and custom field searches. ■ Sort—results can be sorted by date, relevance, alphabetically or any custom field in ascending or descending order. ■ Hit Highlighting—query terms are highlighted on search results. • Collections—users can search specific collections or across all collections. • Email Viewer—View/Export(PDF)your Outlook email messages in our web based viewer. • Email Alert—Setup keyword alerts for new content that is discovered. • Tag Cloud—View tag cloud for the popular keywords. • Top Clicked Documents/Pages—View the most clicked search results. Page 11 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 37 of 69 City Secretary Contract No. Search Adminletrator Feetures Scarch&ox` elwepl O 4— YFM I .pd Fd Wwlw Dacws L-pw Ihd— , a HT'IPCa1 Son • MF&30/713]871W 33J • E%mh ®— I1 FBwIM•m • 30Ftl3017/3A5I7E5T 37n' �ae,W• EQf ® "-- X183 O T WY 1@ M § Ibp M Q RSB a HTTP D Re a Fdn Cu C"OoM•D17 S—dO.-BaM W, • Easy to use and intuitive web console to manage all aspects of the Search application • Featured Results—Highlight links in the search results page when the user enters specific search terms • Fast deployment of clustered search results using in-built clustering engine • Cluster Mode to synchronize search indexes and configurations across multiple instances of SearchBlox • Collections—create unlimited document collections with customized settings • Branding—search results customization using CSS or XSL stylesheets. XMU JSON data for complete control of search results ■ Built-in connectors to index Websites, File System, Emails(PST files), Database, MongoDB,Twitter, Google Drive,Amazon S3, CSV and RSS Feed content ■ Built-in file serving of documents in File System Collections and Outlook PST archives(including attachments) • Support for indexing content through Proxy Servers ■ Support for crawling the uris listed in Google Sitemap • Selective indexing of sections of HTML pages using<nnoindex:></noinde)c>or<I— stopindex><1—startindex>tags • Protected Content—crawlers can index content protected with Basic HTTP and Form-Based Authentication Page 12 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 38 of 69 City Secretary Contract No. ■ Advanced Reporting—real-time reporting for top queries and zero match queries for each collection basis • On-Demand&Scheduled Indexing of content ■ Check for duplicate documents during indexing ■ Addition and Deletion of individual documents from the index • Disable stemming for individual indexes ■ API—Create, Update, Modify and Delete collections programmatically • Ready to deploy jQuery and AngularJS faceted search plugins for use on any website, intranet or application Support for 37 Languages ■ Arabic ■ Bengali ■ Chinese(Simplified) • Chinese(Traditional) • Czech • Danish • Dutch ■ English • Estonian ■ Finnish ■ French • German • Greek • Gujarati • Hebrew • Hindi ■ Hungarian ■ Italian • Japanese • Kannada • Korean ■ Latvian • Lithuanian • Malayalam • Norwegian • Polish • Portuguese ■ Russian • Romanian • Slovak Page 13 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 39 of 69 City Secretary Contract No. ■ Slovenian • Spanish • Swedish • Tamil • Telugu • Thai • Turkish Support for 40 Document Formats ■ HTML ■ XML ■ Word ■ Excel • PowerPoint ■ Visio • PDF • Text ■ RTF • EPUB • EML ■ MSG • AutoCAD(DWG) ■ OpenOffice • iWorks(Pages, Numbers, Keynotes) • WordPerfect • Images(BMP,JPEG,TIFF, GIF, PNG, SVG, PSD) • Audio(AIF, MP3, MP4, MIDI,WAV) Video(MPEG, FLV) ■ Compressed archives ■ 32-bit and 64-bit Outlook PST Email Archive files(including attachments) Page 14 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 40 of 69 City Secretary Contract No. SearchBlox provides an open search architecture to extend search,text analytics and visualization of data into internal/external data sources/applications. SearchBlox incorporates the ability to extend to deep learning based cognitive models and analysis of text data for sentiment/entity extraction. W bAtlml,-:r., WordPress eart> agn+a.. ]LLi. 1. al SearchBlox Security SearchBlox provides integration with AD/LDAP and cloud identity providers like Okta for integration. EnR)M Seuiaa Sexch F.� ORTA ^xn m20Ii S--- Page Page 15 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 41 of 69 City Secretary Contract No. SearchBlox High Availability Architecture provides a cluster setup with 3 or more servers is provided for 24x7 reliability. SearchBlox provides a custom recommendation for each customer to ensure their corporate DR and HA requirements are satisfied. SearchBlox High-Availability Architecture Search Server Search Server Load Balancer Indmig Server SearchBlox Data Visualization using Kibens SearchBlox provides the ability to analyze,visualize and share stored within SearchBlox from content,data and query/click logs. wn zn],osr,s us, a,d zsn,n�nrw •u..noxr.y:a. rmnry rew..M mss:apr.,r Dem .�w.w',cw+a rwv ai.me�.zs����tw``t<r. `'moi.' •r.wrm..w,..e •4,Wy1:�••'N•Y ' a�,� •Rw pGwlar e.M/RaYO rYa:� —_s •CNet DnCM.O erw4.g•boW.N f .r ewwealenl nimf/eRUm. •Cwoi,KGgw!� •DeMrw[mAn • FD.wrr�P Mtl,n3t:i1.11l reLr�]M]n'I.Ii]l1]ii1 y,��:�MMt•fmP •Dinmr,empw A wnMl!{qam p!Wei ♦F:uDw•Lurn�ei pb•st�s.•„ •HfNpe WaMS . w..a.rulwtl qb lwJVM+[ ttstt • we.ryunzm,m:n:n aw,f.Daay zrn mr.,rxssw ,,,,��,:r,•auaDy.wxn •+an.te xeo z,• ;, i r,r�ay nrrw a•W ux,a t •unnulcup.•e ' ftlY�L4m OYINr •Mwry.Nn,wu .�LyK7��4n.WN � •B,nn frcMtvr rr,wrm:ew� ww � � •<o�wRPW.ID,. •rDN•jePwWp p,n.�MP Hi'.A]t.1t f,3,rmiurr Hn]91l,nJls,u3 ,yw,�i;�roonr,nan .cw,n•H+w./6�, ..a.ra.rwr..yges� •xw•�,.:www ,..0 n.�De.osam. •ranrer screw.-. •zwe.wuo.,<: SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 42 of 69 City Secretary Contract No. Google Search Appliance to SeerchBiox Managed Migration Process SearchBlox offers the most comprehensive and risk free migration service in the industry today to replace the GSA. We review every GSA configuration with the customer and offer a migration path to ensure no requirement or use case ignored. SearchBiox' SOFTWARE GSA Migration Process Customer Brief STEP Customer briefs us of what O� they want and need. ■ ■ • STEP Review GSA O i Our team reviews your GSA configuration and user ■ interface. ■ :000000000§00001 Migrate STEP After we gather all the O� configuration.we setup SearchBlox and user interface for search results. ■ ■ • STEP Production 04 Execution ofconterfaciin and user interface in Q3 ■ Production. ■ ■a■■■■■■■■■■■■■r Delivery STEP Done!Time to validate the 05 changes. ■■■■■■■■■■■■■■ Page 17 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 43 of 69 City Secretary Contract No. EXHIBIT B PAYMENTSCHEDULE RFP No.17-0482,Ina1gM Engine Replacement, Page 30 of 30 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 44 of 69 City Secretary Contract No. SearchBlox Pricing for City of Fort Worth Texas 1.)License Cost(3 Server Production Cluster+1 OA Server+1 Dev Server) Product Dsecription Prloe per 3w SearchBlox 3 Server Production Cluster Setup(High US$24,0O0 per year Availability Architecture) includes 24x7 Support and all upgrades for the 1 year period SearchBlox Non-production Single Server License includes US$2,5O0 per server Standard Mon-Fri 9-6 US EST support(QWAT Server) per year SearchBlox Non-production Single Server License includes US$2,50O per server Standard Mon-Fri 9-6 US EST support(Development per year Server) Total US$29,0O0 per year 2.)GSA to SearchBlox Migration-Professional Services Cost Professional Services for migration to SearchBlox($175 x 120 Hours)_> US$21,000 3.)SearchBlox Remote Training for AdminslDevelopers Cost 2 day remote instructor led online training for Admins/Developers=>US$3,840 Page 18 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 45 of 69 City Secretary Contract No. SearchBlox-Requirementa Match&Migration Guarantee for existing Google Search Appliance Customers Overall SearchBlox guarantees your search service to be comparable or better than GSA provided enterprise search. SearchBlox provides the most out of the box content connectors,the most out of the box search frontends, advanced search features including faceted search, advanced best bets ability to replace the KeyMatch,fully managed migration services and the fastest/most cost effective solution to migrate seamlessly from GSA to SearchBlox. City of Fort Worth-RFP Contact Tlmo Selveraj VP/Co-founder SearchBlox:Software,Inc. 804 938 5574 tseivaraj@eearchblox.com Page 19 of 19 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 46 of 69 City Secretary Contract No. SOLICITATION)CONTRACT/OROER FOR COMMERCIAL ITEMS + BEDLxsInDN NUMBER PAtiE DF oFr-EeoR To caww.eTE er.oceLt tt.Tr,ax:4,a ao 1 3 2 CoNTVACTNO S.AYJARIN 9 ORDER NUNOfR 5 SOLICITATION NUMBER SOUGTATION 1, 4 FCTFCTIVE UK IAII T. FOR SWCRATION e.NAME 4 TELEPHONE NUMBER TNo robed nBa) OFFER DUE DAI ULOCAL ME INFORMATION CALL: Ryas: Getfre 703-39C-6356 91.',SUCD DY _ CODE RJ.F _ /0.TI116A05UI3ITION IS UNRESTRICTED OR I"SET ASIDE. %rOR WOMEN-OWNED SMALL BUSINESS F. }1 C..:�`?RA, J'.(I;E ' 'SMALL BU6NVE65 M�D:BI ELM.®LE TNEM�ILOMNED ��L5�'. !E}�.GA��7R E` 1��!'. _; 04 't HUB2tlNE SMALL SMAU.BLBBIE85 JF:i CE BUSINESS EDVA56 SIA) (1Pti On VA 1 G }SERVICE-0ISA ED _ VETERMLOMNEO 2E bTANLTNiD SMALL BUSlNE55 OELNERYFOR FO90E5;INA- 2.DISCOUNT TERMS 11b.RATING iIDN'JNLESSBLLIC;Kls IIIT.. THISCONTRADTLSA MhRKED �p'L RATEDORDERUNOER --E M ORAS(15 CFR 700) 1A. ETHOD I F BOUCITATION -- RFO —iFB - RFP 'S DCLNER TU CODE J9000ci"-S1 ib.ADMINISTERED BY CODE IG LI? "i0 COI, BT_A CENTRAL 1220 S.:rL .. ':a� ey ❑ri;Ie CcnLract rg <'r'Ttice _'•�� Vr ii`�l'+ 1222ii Suni:se Volley Sri=re Rest.ca NA 20101 17e CONTwIZT0p1 cauE 10'o 13 4 9 81.7 FACIuTY 1Be PAYMENT YALL M V.DF W, eoDE TIP OFFEROR CODE ,,EARCHRLOX SOFTWAPE, i'dC Irvoirre System 4870 SADLER ROAD S:J;.TE 300 US Depa�Lment Of -rea"�ury GLEN ALLEN VA 23060-6294 ntt_p://www.i p.qov 'ELEFttONE HD. I]6.CHFOKIF gFM'.TTAN.^.E IS I'�IGFTRENTANp PUT,SUCH AODRE65 iN OFFER IIIb.SUBMI'INVOICES TO ADDRESS bHONFY IN MOCK 155 UNLESS BLOCK BELOW IS CHECKED 'SEE ADDENDUM 16. 20 '122 23. 7A ITEM NO. SCHFDULEOFSUPPL1EWSERYICEs QUANTITY UNIT UNIT PRICE AMOUNT The r,irnose of 1_'ai5 purchase orde> '_ p.Jr'ch;ase Che ___ ow q i*ems: 1.) Search5,lox Server Editlon with i year Standard Support InvtAf:inc: ,T cinq will be re_V Lrec. Lc be suhmiI Led 1h-0 lch www.Irr Gov. (Use Reverse andlbr Artach Additnal Sheets as Necessary) 25 ACCOUNTING AND APPROPRIATION DATA .TOTALAWRRD AMOUNT(FO Gov!Use Ony) 01 SS,OCD.CO 27a SOLICITATION INCORPORATES BY REFERENCE FAR 52112.1 52.2124 FAR 52,712-3 AND S2 212-5 ARE ATTACHED. ADDENDA i ARE ARE NUI ATTACHED $27b.CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 57.2124.FAR 52212-515 ATTACHED, ADDENDA X ARE ARE NCTATTACHEO 28.CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN X!29.AWARD OF CONTRACTOFFER COPIES TO ISSUING OFFICE,CONTRACTOR AGREES TO FURNISH AND DELVER DATED .YOUR OFFER ON SOLICITATION(BLOCK bF ALL ITEMS SET FORTH OR 01 HFRWISF IDENTIFIED ABOVE AND ON ANY ADDITIONAL INCLUDING ANY ADDITIONS OR CHANGES MICH ARE SET FORTH SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED, HEREIN.IS ACCEPTED AS TO ITEMS. W.SIGNATURE OF OFFERORICANTRACTOR ]11,UNIT OF CONTAACTMC OFFICER) 30b NAME AND TITLE OF SIGNER(Type orpnnl) 30c.DATE SIGNED 11?. CTINKi OFFICER(Type orp/in!) :it c.DA,F IGNED Ryan Ge:`frT• GS/ :0-4 AU I"HORVED FOR LOCAL REPRODUCTION STANDARD FORM 149(REV. PREVIOUS EDITION IS NOT USABLE Pre-~by OSA-FARµB CFR)SX1 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 47 of 69 City Secretary Contract No. cE 3 21. 21. 23. 24 {TEM NO >CFEDUI.E OF G UPPUES�SERNCFS QUANTITY UNR UNIT PRICE AMOUNT �er�.>d n'- crfoAmar:�x; 5128/14 - 5/27!15 At ai Jl7r:e.`Lts: C.:;R.pct_ed on 'edhic.cc:m older 3,1y $597540. Aii ant sct admi"i_,trstio, qu ,yrs can TSR Byd'] '3effre at [t1Tar-,GelLr c@E41A.Ces c1r Suggested COR: )HOLMEF-i Deiivezy; 05/27/2015 Account Assicnment: K G/L Account: 6100.293N0 IIasiness Area: A000 COmmitment Iters: 233N00 Cost_ Center: AA50650GC Func�ionas Area: A0A5A4040.999900 Fund: i34A210ODD Fund Center: COntlnued -. 32e.QUANTITY IN COLUMN 21 HAS BEEN RFCENED INSPECTED ACCEPTED,AND CONFORMS TO THE CONTRACT.EXCEPT AS NOTED' 32b SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c DATE 32o PRINTED NAME AND"FILE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 328,MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATNE 321 TrLEPHONL NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 329 E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE 33.SHIP NUMBER 34,VOUCHER NUMBER 36 AMOUNTVERFIED 36.PAYMENT 37 CHECK NUMBER CORRECT FOR COMPLLTL FARTIAL ',FINAL PAR FIAL !FINAL 30.SIR ACCOUNT NUMBER 39 SIR VOUCHER NUMBER 40 PA40 BY 41a.I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 428.RECEIVED BY(P,00 41b.SIGNATURE AND TITLE OF CERTIFYING OFFICER 410 DATE <2b RFCEIVED AT(Lb hon) 2c DATE RECD(YY/MM/IX3) 42d TOTAL CONTAINERS !TAN-FORM 144F(RW VM II BACK SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 48 of 69 City Secretary Contract No. IREFEREME W.OF WMAM T MW CM04,ED GE OF CONTINUATION SHEET 14PX00792 3 3 NATE OFOFFEROR Ot ODNTRACTOR SEARCHBLOX SOFTWARE, INC REM NO. - SUPPI IEVMRVICES ..OLNNIITV uNrr UNIT PRICE AMOUNT (A) (BI (C) '(D) (E) (F) IAAK5005000 PR Acct Assign Line: 01 Period of Performance: 05/26/2014 to 05/27/2025 00010 Searchbox License 1 FAj 5,000.00 5,CC0.00 'IT Approval Num: Y ! '':'he totalamount of award: S5,000.00. The I cbligation for this award is shown in box 26. 1 i i I i i C r i j NL'M T510-0t.tS]20A] OPTIONAL FORM M(4411) 61—&-1 by GNI FAR("CFR)53-110 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 49 of 69 City Secretary Contract No. PURCHASE ORDER 6044968 TORONN ON A TO RR ANOVI NUMBER ON All CORRESPONDENCE. PUfft..q rid Maw-d.MrrM1.l1-ON-" lath Fbw.WW Tprw IDD OuMn IN.W.Twrru.On MSH WE w,wA: SEARCHBLOX SOFTWARE INC Ship to: 4870 SADLER ROAD, SUITE 300 Philip Scott 416-397-52031647-269-1428 GLEN ALLEN, VA 23060 US 55 JOHN ST. 16TH FLR Phone: 1-866-933-3626 1 Fax: NIA TORONTO ON M5V 3C6 Dal Tom: FOB 01111"ATI01r VBRWIW Mq.:812Q431 IF No DATA AFMARS M THIS W0100W.SEE R6M OETAK.S BELOW. irruE Tsron:Pop ,Dw eu comma r Tww�r,. PO Issued Date....: 05/11/2017 Nicolas Falcone at 416-338-5603 New to; vuctiuinr AuMaU!wion THIS ORDER IS SUBJECT TO TERMS AND CONDITIONS SPECIFIED HEREIN Divisional Contact: Philip Scott @ 416-397-5203 Division: Information & Technology Non Competitive Request Number: 8961 ITAPP: 16-499 Divisional Requisition: CIT87507 SAP Purchase Requisition: 1218951 Vendor Contact: Timo Selvarej @ 866-933-3626 For the provision of SearchBlox Software, Licence - Production, Cluster - Non-Production with Premium Level Support all in accordance with the Quote SSI/Q/0077, dated March 6, 2017. Valid for the period from May 11, 2017 to May 10, 2020 with two (2) separate one (1) year renewal options at the sole discretion of the City of Toronto. Unit Price Extended Item Quantity Unit Material Price Unit Amount Description 010 1 EA 26,000.00 / 1 26,000.00 Software Licence & Support - Year 1 Delivery date: 05/11/2017 License date May 11, 2017 to May 10, 2018 020 1 EA 26,000.00 / 1 26,000.00 Software Licence & Support - Year 2 Page t of 3 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 50 of 69 City Secretary Contract No. PURCHASE ORDER 6044968 Unit Price Extended Item Quantity Unit Material Price Unit Amount Description Delivery date: 06/1112018 License Date: May 11, 2018 to May 10, 2019 030 1 EA 26,000.00 / 1 28,000.00 Software Licence & Support - Year 3 Delivery date: 05/11/2019 License Date: May 11, 2019 to May 10, 2020 TOTAL VALUE exci. taxes in *USD 78,000.00 unless otherwise indicated herein Vendors Outside of Canada Vendors outside Canada may be required to break down the contract price into the following components: service fees to be rendered in Canada and outside Canada, material cost, shipping, reimbursement of expenses. The material cost should be billed separately for Canada customs clearance. Please check with our customs broker, Affiliated Custom Brokers Ltd. (Tel: (416) 675-1211, Fax: (416)-675-6807, email: nhanna@affiiiated.ca, before exporting goods to the City. Non-resident withholding tax - Regulation 105 of Income Tax Act Non-resident withholding tax of 15% will be deducted from the service fees rendered in person in Canada, unless a written waiver is obtained from the International Tax Section of the Canada Revenue Agency's Toronto Centre Tax Services Office, at #1 Front Street W, Toronto, Ontario, M5J 2X6, with website address of: http://www.cra-arc.gc.ca/cntct/prv/tatc/trcntr-eng.htmi. Please download the non-resident withholding tax waiver application form from this web-site: http://www.cra-arc.gc.ca/E/pbg/tf/rl05/rlO5-fill-08a.pdf Please separately show the service fees rendered in Canada in your invoices. Receipts of meals and accommodation for reimbursement purposes, where applicable, should be attached and separately listed on invoices. Harmonized Sales Tax If your annual service fees charged to Canadian clients have exceeded or projected to exceed Cdn 830,000, please obtain an GST/HST registration number from the Canada Revenue Agency (Tel: 1-800-959-5525) to claim the HST expenses. Once you have the GST/HST registration number, please show it on your invoices and charge the City 13% HST on the fees and expense reimbursements, where applicable, net of your HST expenses. Billing Information To ensure prompt payment, it is essential that all required billing information is provided on the invoice/s submitted to the City of Toronto. Any missing billing information on an invoice will result in a payment delay and the invoice may be returned to the vendor with non-payment. 1) All original vendor invoices must be addressed and be sent DIRECTLY to: Page 2 of 3 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 51 of 69 City Secretary Contract No. PURCHASE ORDER 6044968 City of Toronto Accounting Services Division Corporate Accounts Payable 55 John Street 14 Floor, Metro Hall Toronto, ON M5V 3C6 2) Invoice/s submitted to the City of Toronto must have complete "ship to" information including: 1. Name of City Division, 11. The City Division's contact name and phone number (the person ordering or picking up the goods and/or services), III.Delivery location of goods and/or services, IV. Purchasing document information on the invoice (blanket contract number, contract release order number (CRO) purchase order (PO) or Divisional Purchase Order (DPO) must be clearly indicated on the invoice. ('This purchasing number should be provided by City staff at the time of order`) Invoices that do not contain the required billing information may be returned with non-payment to the vendor for correction. 3) City purchases with the use of a credit card/Pcard, are NOT to be sent to Corporate Accounts Payable. These invoices are considered paid. Payment and Discount Terms If all the correct billing information has been indicated on the invoice/s, the City of Toronto is committed in meeting payment terms of 60 days from the receipt date of the invoice in the Corporate Accounts Payable unit - Metro Hall, 55 John Street, 14th Floor. Payment terms should be clearly indicated on the invoice/s including early payment terms. The City will consider offers of early payment discount terms. Discounts will only be taken when early payment discount terms are met from the receipt date of the Invoice in the Corporate Accounts Payable unit. Note: Discount terms for early payment cannot be earlier than 15 days from the receipt date of the invoice by the City of Toronto, Accounting Services Division, Corporate Accounts Payable unit. Page 3 of 3 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 52 of 69 City Secretary Contract No. Employees of the City of Toronto not to have an interest in City Contracts To prevam empbyaee of the City from having any kraaest In apntrects with Na City,It to hweby declared oapraaaly that M empbyse of the City aW nor be Imenkted himihaeell or by for with No through another In any COMM with the City Or with any Comnllaslo,or person ening lot the City 01 M any comrmr for the supply of gondo Ol mall to a conttana Ice work fav which the Carporameo pays Or Is liable drectly or indirectly to pay,other then each atlweet ere Is eapnted under Subsacaan 92 9 of Bristol,No,1496-0647 at the City at Tpema. Tide aid.1.Steal atAletT to dr formal of the rap dspumanl and anY.,I~agreement Gaw—IM City and Wer Vanda. In ellen-d mea spook har—ceetaitrd r the ratty doaanrrrt a coy writux agoaaeret,does IOpa orwis penal aoridUona will apply: 1.Visna otherwise surfed,the goods,materiels,edeas,agapmemi.work or services.spetitiad Or ca6ed for In or under this Older,shall be drlrverad or tcrllparo it parfamad within the trrlod eat ow Wain as the guaranteed period of deiwary or comalaion. 2.Udesa otherwise rrdrm.41 hardn the price.naiad an payable m Canadian Funds at the City of Toronto,and any Federal Goods and Service Tax applkahe met be shown a e separate item. 3.The piiaa steed in this order cover the goods,materleta,articW or equipment,railroad to heroin,being delivered F.O.B.destination,Freight,Eapneae.Duty end cep cher charato prepaid, unlace otherwise mdcmed hereon,A dataliad ddirery ticket or piece tally,aMwing the exact quantity Of goods.materials,article w aqulement.{hall acamperw each del-very thoseoh A Iceperson'.storebaaper's or other recover'.raceipi%hell not hind the City to accept the goods,mnerlda,articles or equpmam cooped thereby,or the pencMers of the delivery,tidal a plea tally therefore In the event that gond.,malorWs,anlclaa Or equipment,spec t,ed a called Ice herein,we to be lurnbhod from a print outpde Console at a price which 6 expressly nor to trrdude imppnahon Charges Imo Canada at dsl,very In the Cay of Toronto nor.Canadian Customer rake Form M.A.,In quadruplicate,with Ba of Lading,Expert Envy Form,Express receipt a advice of ahipnment by Parcal poet,%hap be matlall to the Customs 014 ca,Flratme Commitment,Purchasing and Motv,Ne Maragamant Owidon,City Hall,100 Duean Sven West, Troll Grawb MSN 2N2,Canada. e,Thr City.hell have the light to Cance.at erw lana any convect ON any Dan of any contract r—!trig from Wer Older In mpecl to the goads,arommefs.anodes,equaprniem,walk or eaavkes.Covered thereby,nor deLvered a performed of that Iona.without Incurring sty debility wartapeva In respect thereto. S.Unless afrrwiea noted,as gra•rnnenlala,micom,or equipment woplled,ad not walk ar service performed plrauam to this order,"be atbival to mapacdon by the City at the "n of erdaadbg ON sae of the work or services,No etre Charge shah be Meda by the Venda tar potk*grrhg.Dating or containers,anhsa otherwise Indicated herein. A.lb vpbal o rarypment ON aptona est,tdming to the goads,must-aN,ankles,squlfrrmt,work a yenta,speWied or called for undat this Order,wih be considered arding and Nary notice,ado"No other commgdeahon Containing thenato,must be in writ"aha&.9ned by a duly awlacrited person, T.By sttapiing this Contract the vendor Ahad temyy with the CBYs cunMi PUKtW:p Bylaw,fall aha pfacadurae aveisbe on IM GtYs web arta mttn:dw ww.Utr.torOlao.on.cNandaadndes.Punl, S.The Vendor shall Comply with the cordlbns o1 the Chy a'Fair Wag.Pplacy`and the City'.'L.1 on Trades Obbgmiona In tar Construction Industry',copies of which no available on request to the Fair Wag.and Loam,Tied..01fko.Human Resource.Division,COlporste Services Department,City Hall,100 0uarm St.Wen,Toronto,Omwlo MSH 21,12.Canada. 9,The Vender Nail at AN tinea wag and truly ame,deism,keep hwmleas and fully kdamnliy IM City and la rim,wls,employees and agars.Iran and ngdmt all anions,suits,claim.. diamonds,bar,call,larges,damages and eannaa,brought ON made paint ON InOurred by the City.Its sarvems,employees or*gents,In any way inning to goods,materials,ankles,OF equlpnvem,euppied,at the aroppiyatp thereof,Ol work a services,performed,of the performing thmaal,pursuant to thin used in sapplYing each goods,mater4ls,ankles or malpment,at In performing Such walk a serwcas.Or wising pill of the subsequent tea ON operation of each goods,natadals,wtkin,a"—at or walk. 10.fn the avant from the Vendor lepra or mglocl.to comply with any of five Covditlom am cut heraln,any contracts resdtkhg from rhea order may be uncondiliaWly Conceded by the City without native. 11.MV ContrM with the City result"Isom this order to snared onto pin the pout at the Chy in full Lith IMS no employee at the City has any interest whatsoever therein. 12,Any person Or Cooperation cantranmg with the Chy punuant hwma,their raprasamallvn and esalgns,shell forldt all cldme undo the contract,and for not walk der al matanlaY, goods,were or maronandise furnished under It.If it shag pfrar that M employ..of the Coy at any given lane or eWaW to be given an Interest thatdn. 13.Under convect with the City pursuant herao,payment shall nn be made until a declatmlon,which may,be npeired by the City.at the person donning payment,or of padt,aha person a die City deems acaptehfe,N made to the effect the no in, Visa of the City.is In prlvmq coo".directly imputed In such sccaml,or In any pan of the work a ramovials,goods, worse or niw Jaridiso mantioned therein,or of the money hhpeby Cleaned,wool thin the am0unl of the account b collM. 14.All goods,marwials,snh:.,agYpnvent.werk a,saevieee.epecitied or caged lot In or under this Cotler.elan be supplied a perforated at the price a prices end an the baW est faith Or relined te an said In accprdence with IM Olt.and Ione Older,The basil an which this Older a given shell include sm,specificabra,plena,price scheddaa,ample,addaade at*that detect pertaining thereto,Or proelded m conectron therewith. 15.The Vanda warrants thrift any goods,mnarWe,articles at equipment.to to suppaM under or pursuant to this paler,that Is or ata to be made or used list a pausal purpose,wall be fn and arnitseY for the Inupase. IS.Whwevw used In this ortler Na wad'City'mew the Carly at Toronto and ale wad-Valla'morns eve pippin a parsons a Corpormlon to whom Iha ceder no Wiod SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 53 of 69 City Secretary Contract No. From: Spencer,Michele B(JMD)Michele B Spencer@usdoj gov Subject: DOJ RFQ DJJ-17-S-APG-0048 Date: September 20,2017 a14:29 PM To: tselvaraj@searchblox com Cc: Spencer,Michele B(JMD)Michele,9 Spencer@usdq gov Hello,I issued the below synopsis today. In addition,I omitted that we want to add 4 one-year option periods to renew the software. The Department of Justice,Justice Management Division,Antitrust Division(ATR),intends to procure on a sole basis from SearchBlox Software,Inc.the following: 1-SearchBlox Enterprise Search Server Perpetual license for Production,247 Premium support Level for Year 1;1- SearchBlox Enterprise Search Server Perpetual license for Development Basic Level Support Level (Monday-Friday 9am-6pm ET)of Support for Year 1;and Professional Services for software installation,configuration,and security integration with target resources/repositories for the period October 1,2017 through September 30,2018. Brand name justification:ATR's current search system Google Search Appliance(GSA\is scheduled to reach its"end of life"on 9/30/2018 and Google has announced that it is no longer providing support for this system.Extensive market research was performed of the most popular,COTS,enterprise search solutions available in the marketplace.Some of the large companies like Attivio,Lexmark,and Coveo offered search systems that went well beyond ATR's current search capabilities. Other companies offered similar services as those offered by the GSA,at varying price ranges.The ranges include$40K to $350K fora two-year,license subscription period.Aftervendor meetings,product presentations, white paper reviews,and in-house presentations to ATR stakeholders,and a 6-month—1 year market research it was concluded that SearcbBlox was best valued product capable of meeting the Antitrust Division's search requirements as well as the lowest priced product. This requirement will be procured in accordance with FAR Subpart 12.6,Subpart 13.106 and Subpart 13.5 as supplemented with additional information included in this notice.The following FAR clause(s)are hereby incorporated by reference as part of this requirement: 52.212-3 Offeror Representations and Certifications-Commercial Items,52.212-4,Contract Terms and Conditions- Commercial Items,52.212-5,Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items,52.232-18 Availability of Funds,and 52.217-9 Option to Extend the Term of the Contract. All referenced FAR clauses may found at hitos:/l www.acguisition.gov/browsefa . Also see attached DOJ Security Requirements.The software to be provided under this synopsis must comply with the following Section 508 Accessibility Standards:1194.21 Software Applications;1194.22 Web-based Intranet and Internet Information and Applications;1194.31 Functional performance criteria;and 1194.41 Information, documentation,and support(see b=://www.sectionSGS.ggy). Due to the proprietary nature of this product,SearchBlox Software,Inc.has been found to be the only known source to provide this software. Interested parties must submit a written proposal detailing product information that demonstrates ability to meet this requirement. Quotes are to be sent to Michele B.Spencer at michele.b.spencer usdoi:gg_Lby 2PM ET September 25,2017.Oral quotations will not be accepted.Telephone calls will not be accepted,as no solicitation document exist. Can you provide me a quote for the initial software as stated below and if you offer option period pricing for the following periods: OPTION YEAR 1-October 1,2018 through September 30,2019 OPTION YEAR 2-October 1,2019 through September 30,2020 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 54 of 69 City Secretary Contract No. From: Spencer,Michele B(JMD)Michele B.Spencer@usdDj gov Subject: DOJ RFQ DJJ-17-S-APG-0048 Date: September 20,2017 at 4:29 PM To: tselvaraj(,i)searchblox corn Cc: Spencer,Michele B(JMD)Micheie.R.SpencerCausclq gov Hello,I issued the below synopsis today. In addition,I omitted that we want to add 4 one-year option periods to renew the software. The Department of Justice,Justice Management Division,Antitrust Division(ATR),intends to procure on a sole basis from SearchBlox Software,Inc.the following: 1-SearchBlox Enterprise Search Server Perpetual license for Production,240 Premium support Level for Year 1;1- SearchBlox Enterprise Search Server Perpetual license for Development Basic Level Support Level (Monday-Friday 9am-6pm ET)of Support for Year 1;and Professional Services for software installation,configuration,and security integration with target resources/repositories for the period October 1,2017 through September 30,2018. Brand name justification:ATR's current search system Google Search Appliance(GSA\is scheduled to reach its"end of life"on 9/30/2018 and Google has announced that it is no longer providing support for this system.Extensive market research was performed of the most popular,COTS,enterprise search solutions available in the marketplace.Some of the large companies like Attivio,Lexmark,and Coveo offered search systems that went well beyond ATR's current search capabilities. Other companies offered similar services as those offered by the GSA,at varying price ranges.The ranges include$40K to $350K flora two-year,license subscription period.After vendor meetings,product presentations, white paper reviews,and in-house presentations to ATR stakeholders,and a 6-month—1 year market research it was concluded that SearcbBlox was best valued product capable of meeting the Antitrust Division's search requirements as well as the lowest priced product. This requirement will be procured in accordance with FAR Subpart 12.6,Subpart 13.106 and Subpart 13.5 as supplemented with additional information included in this notice.The following FAR clause(s)are hereby incorporated by reference as part of this requirement: 52.212-3 Offeror Representations and Certifications-Commercial Items,52.212-4,Contract Terms and Conditions- Commercial Items,52.212-5,Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items,52.232-18 Availability of Funds,and 52.217-9 Option to Extend the Term of the Contract. All referenced FAR clauses may found at hi#p-.[/www.acquisition.¢ov browsefar. Also see attached DOJ Security Requirements.The software to be provided under this synopsis must comply with the following Section 508 Accessibility Standards:1194.21 Software Applications;1194.22 Web-based Intranet and Internet Information and Applications;1194.31 Functional performance criteria;and 1194.41 Information, documentation,and support(see http:/f www.section508.ggy). Due to the proprietary nature of this product,SearchBlox Software,Inc.has been found to be the only known source to provide this software. Interested parties must submit a written proposal detailing product information that demonstrates ability to meet this requirement. Quotes are to be sent to Michele B.Spencer at michele,b.spencer usdoi_ggyLby 2PM ET September 25,2017.Oral quotations will not be accepted.Telephone calls will not be accepted,as no solicitation document exist. Can you provide me a quote for the initial software as stated below and if you offer option period pricing for the following periods: OPTION YEAR 1-October 1,2018 through September 30,2019 OPTION YEAR 2-October 1,2019 through September 30,2020 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 55 of 69 City Secretary Contract No. OPTION YEAR 3-October 1,2020 through September 30,2021 OPTION YEAR 4-October 1,2021 through September 30,2022 Thank you, Wi0"8. S A169"W" Pir yss.s OWWt/PSSIPW /457,1 Sac 78£ fmou f£.M xkk.f wft, ve X530 W)M7-/953 SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 56 of 69 City Secretary Contract No. ORDER FOR SUPPUES OR SERVICES PAGE OF PAGES IMPORTANT Marls all padm jn ald papsm 1Nixl cawed aRNor orded numhals. JI 1 DATE DFOROER2 GONTRACTNO,(IlaOy) 6 SHIPTO, 09/26/2017 e.NAME OF CONSIGNEE 3 ORDER NO d REQUISITIONREFERENCE NO DJJ17PSATR80213 4411,0,o0070 U.S. Department of Justice 5 ISSUING OFFICE(Address C'ORespwWsnos td) b STREET ADDRESS U.S. DEPARTMENT Or JUSTICE Antitrust Division PSS/ACQUISITION PROGRAMS GROUP 450 5th Street, N.W. 145 N STREET, NE SUITE 8E.300 WASHINGTON DC 20530 cCITYDATE -ZIP CODE Washington DC 20530 T 70. Timo Selvaraj t SHIP VIA a.NAME OF CONTRACTOR SearchBlox Software, Inc. S.TYPE OF ORDER b COMPANY NAME ®e PURCHASE ❑b,DELIVERY cSTREETADDRESS REFERENCEYOUR 4870 Sadler Road E..pIWblPalpm.buclwn. d. reverse.Vv.d l;wy order ie Suite 3 C 0 .ubiw la m.lrutlwn.c IS-0 Un Phone* 888-886-21'6 the eiea ally of baa form and i. Please t mmh the 101bwmg an ere terms issued sLkov 10"[arms sr 1 Bill COndelo ePaGdlec On bov,w".0r Qomdbye of Br 0 - and ed d CITY a STATE I ZIP CODE iN.ndaT and an Iha BI•ched.heel,A Dien Allen VA 23060 env.Mo"udahmasnftaad 9 ACCOUNTING ANDAPPROPRLATION DATA 10,REQUISITIONING OFFICE OC414203 3116 DCN: T-02PROO70 11 BUSINESS CLASSIFICATION (Cbect appMp mft bw(a•)) 12 F O B POINT ®a SMALL []b OTHER THAN SMALL ©c.DISADVANTAGED ❑d WOMEN-OWNED ❑e HUBZ.. Destination ❑I SERVICE•OISABLED C39.WOMEN-OPINED SMALL BUSINESS(WDSB) ❑h.EOMSS VETERAN-OWNED ELIGIBLE UNDER THE PASS PROGRAM 13 PLACE OF 14 GOVERNMENT BIL NO. 15.DELIVER TO EO B.POINT 7T TERMS ON OR BEFORE(Date) a INSPECTION b ACCEPTANCE Destination Destination Net 3D 1T.acxEDULE(S••reran•Ax R•J•clarry OUANTTTY UNIT OUANTITY ITEM NO SUPPLIES OR SERVICES ORDERED UN PRICE AMOUNT ACCEPTED (a) (b) (c) (d) la) (1) LIi DUNS Number: 192984685 Base Year: October 1, 2017 through September 30, 2018 5earcholcx Enterprise SealCh Server i EA 20,000.00 2U,000.00 Continued ... IS SHIPPING POINT 19.GROSS SHIPPING WEIOHT 20.INVOICE NO 1 Ihl OTAL Coo ones) a NAME 21 MAIL INVOICE TO. ' $17,000,00 U.S. Department of Justice SEE&Ul awNuCnoNs b STREET ADDRESS Antitrust Division ON REVERSE (m PO BOR) 450 5th Street NW 17(,) Suite 3000, Mailstop 3403 GRAND TOTAL s37,00c.00 ' Washington DC 20530 22.UNITED STATES OF 23 NAME(TYPSO AMERICA BY(Signature) , Michele B. Spencer TITLECONTRACTING/ORDERING OFFICER AUYwORO�b IOe�OGRL REPIIOOUCTION V �'�"L•• OPTIONAL FORM 3I7,R.) ,,i PREv1pU6 EDITION NOT USAS E w,r.eeego&VfM ee vRsl,r Y,r; SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 57 of 69 City Secretary Contract No. ORDER FOR W"UES OR SERVICEST sCMEDULE-t:ON7NtIAT10N 2 IMPORTANT:MEA aq W IvMAcorMrucl Erdtoradsr nPnfa•rs DATE OF Ofax:R CONTRACT NO ORDER NO. 09/26/2017 DJJ17PSATR00213 ITEM NO. SUPPLIES/SERVICES OUANT(TY UNIT UNIT AMOUNT QUANTITY ORDERED PRICE ACCEPTED (E) (b) k) ldl (s) in (0) Perpetual license for Production, 24x7 Premium support Level for Year 1 0002 SearchBiox Enterprise Search Server 1 EA 1-11 3,,.010 Perpetual license for Development Basic Level Support Level (Monday-Friday gam-bpm ET) of Support for Year 1 0003 Professional Services for software 40 HR 175,00 ,. installation, configuration, and security integration with target resources/repositories Option Year 1: October 1, 2018 through September 30, 2019 0004 Support for SearchBlox Enterprise Search EA 0.00 Production Server 24X7 Support Plan @ $3,000.00. 0005 Support for SearchBlox Enterprise Search 1 EA 0.00 Development Basic Level (Mon-Fri 9-6 US ET) Support Plan @ $1,500.00. Option Year 2: October 1, 2019 through September 30, 2020 0006 Support for SearchBlox Enterprise Search 1 EA 0.00 I'i odu cf.ion 9ecver 24X7 Support Plan @ $3,000.00. 0007 Support for SearchBlox Enterprise Search 1 EA 0.00 Development Basic Level (Mon-Fri 9-6 Us ET) Support Plan @ $1,500.00. Continued ... TOTAL CARRIED VORYWRD To IST PAGE(ITEM IT(N)) - AWNCRUMDr Aoex Rnot>Ice WIONAi FORW3411M..uoNl PREVIOUS[dTION NOT UNNI! F-ft0N,M I8 CRAtl)nR SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 58 of 69 City Secretary Contract No. ORDER FOR SUPI•I $OR SERVICES .ROE No SCHtOM-CGHTNtTM 3 t RTANT:MokAnviM eaMntl andla a9r,unWrs. nATF OF ORDER CONTRACT N0. ORDER NO. 09/26/2017 DJJ17PSATR80213 ITEM NO: SUPPLIESISERVICES QUANTITY UNR IMIT AMOUNT OUANTRY ORDERED PRICE ACCEPTED W (b) W (a) M (0 Id Option Year 3: October 1, 2020 through September 30, 2021 0008 Support for SearchBlox Enterprise Search 1 EA 0.00 Production Server 24X7 Support Plah 8 9.3,000.00. 0009 Support for SearchBlox Enterprise Search 1 EA 0.00 Development Basic Level (No[-Fri 9=6 U9 ZT) Support Plan ,Q 01,500.00:. ption Year 4`: 0itober 1, 2021 through September 10, 20 2 0010 Support .for SearchBlox.Enterprlae Search: 1 EA 0,00 Production urver 207 =support Olin *9;:000,60. PAr' 8uppart fOr SearchBlox Enterprise Search. 1. Z 0:00 vel.opment- sip Level. (Mow-£ri 9�6 JaS :£T) Suppoxt Plan .e $1,<soo.00",.. E'AR 5X.252-2 :Clauses Incorpdtated by. Reference (M 1998.) :_ Thit purchase order incorporates thw fo.1,1q ipq clauses by reference with the same feFce. rind Effect as if they vera given in full text- The Contracto; shall' :r*ga;Lxed information items 'Itmis in appllcaE3'e s'ovieions/clquees. 52.213-4 TermA ",Cmditlonbl✓91plplif;ed cslnisitions 10that Than peop6mial.3tasia) (JAN 2017) 52-:217-8 bptlon to,tutafid .Se:rtiibsa. (NOV 1990- 52.217-9 999)52.217-9 Opti" to,gxtern the Tern of the Contract ji"2000) 52.232-18 Availi441:;t;y of Ponds (APR 1984). Continued . -Tam CAMMO FORMMM 7q:TST TINGE AMIX IT¢{ PREVIMQlOM I'NOTM}aDU6TxW OrnD"L FORM M p,n.,�il PllENOU�e0rt1DN NOTMAKE �.++a wwwll Ie rnI b:qo SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 59 of 69 City Secretary Contract No. ORDER FOR SUPPLIES OR SERVICES PAGE ND SCHEDULE-CONTINUATION 4 IMPORTANT.MtkY padwIptsEna wmltmWaa wow mat rantoE. DATE OF ORDER JCOWRACT NO ORDER NO. 09/26/2017 1 DJJ11PSATR80213 REM NO. SUPPLIESBERVICESQUANTITY UNIT UNR AMOUNT OUANTRY ORDERED PRICE ACCEPTED tE) (b) (a) (d) (a) {0 td) 52.232-19 Availability of Funds for the Next Fiscal Year (APR 1989) TOTAL CARRED FORIAWW TO IST PACE(REM 17M SOM AUYWOReFDFOR LOCK 4FPOOM"M OPTIONA&FOM?N P vM) PREVIOUS E WION NOT USAR.E wire M 4sA NA N�C�e)!1]»In SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 60 of 69 City Secretary Contract No. Ll GatJS& Pt J� F-6- rl fk�j LICENSE AGREEMENT This is a legal agreement(the"Agreement")between the end user("Licensee"or"You")and SearchBlox Software,Inc.(the"Licensor").This Agreement is part of a package that also includes executable files that you may download(referred to herein as the"Software")and certain written materials(the"Documentation").Any patch,update,upgrade,modification or other enhancement provided by Licensor with respect to the Software or the Documentation shall be included within the meanings of those terms,for the purposes of this Agreement,except to the extent expressly provided below. BY DOWNLOADING OR INSTALLING THE SOFTWARE,YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,UNDERSTAND THEM,AND AGREE TO BE BOUND BY THEM.IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS,DO NOT DOWNLOAD,INSTALL OR USE THIS SOFTWARE. YOU UNDERSTAND THAT,IF YOU PURCHASED THE SOFTWARE FROM AN AUTHORIZED RESELLER OR DISTRIBUTOR OF LICENSOR,THAT RESELLER OR DISTRIBUTOR IS NOT LICENSORS AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES,STATUTORY OR OTHERWISE,ON LICENSOR'S BEHALF OR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION NAMED IN YOUR REGISTRATION FORM,IF ANY,AND IF SUCH AN ORGANIZATION IS NAMED,SUCH ORGANIZATION SHALL BE DEEMED TO BE THE "LICENSEE"REFERRED TO IN THIS AGREEMENT.IF NO SUCH ORGANIZATION IS NAMED,THEN YOU INDIVIDUALLY SHALL BE DEEMED TO BE THE"LICENSEE." THE LICENSE AND OTHER TERMS AND CONDITIONS SET FORTH HEREIN SHALL APPLY ONLY IF YOU HAVE OBTAINED THE SOFTWARE AND DOCUMENTATION DIRECTLY FROM LICENSOR OR A LICENSOR AUTHORIZED RESELLER OR DISTRIBUTOR. WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS. LIMITED LICENSE:You are entitled to use this Software for your own internal use,but may not sell or transfer reproductions of the Software or Documentation to other parties in any way. OWNERSHIP.C01PYRi H :Title to the Software and the Documentation,and patents,copyrights and all other property rights applicable thereto,shall at all times remain solely and exclusively with Licensor and its licensors,and You shall not take any action inconsistent with such title.The Software and the Documentation are protected by United States and other applicable laws and by international SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 61 of 69 City Secretary Contract No. treaty provisions.Any rights not expressly granted herein are reserved to Licensor and its licensors. OTHER F. T i TIONS:You may not:(i)copy,modify or create any derivative works of the Software or Documentation,including translation or localization;(ii)decompile,disassemble,reverse engineer or otherwise attempt to derive the source code for the Software;(iii)transmit,distribute, encumber,sell,rent,lease,sublicense or otherwise transfer rights to the Software or Documentation; (iv)remove or alter any patent,trademark,logo,copyright or other proprietary notices,legends, symbols or labels in the Software or Documentation;or(v)use the Software to conduct a service bureau or similar business for the benefit of third parties. THIRD PARTY LICENSES:The Software includes software components that Licensor has licensed from third parties.Your use of these software components is subject to certain third-party licensing terms and conditions.A list of third-party software components follows below with links to relevant licensing terms. • Software developed by the Apache Software Foundation(http://www.apache.org/). See APACHE license.html for details. • Quartz. See nse.html for details. • Saxon. See SAXON_license.html for details. • PDFBox. See PDFBox license.html for details. • DOM41 See DOM4J license.html for details. • TextMining.org. See TEXT MINING license.htmi for details. • JDOM. See JDOM_icense.html for details. • CPDetector. See CPDETECTOR_license.html for details. • Carrot2. See CARROT2 license.html for details. LLMITED WARRANTY:THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU ON AN"AS IS"BASIS WITH NO WARRANTIES OF ANY KIND OR NATURE.LICENSOR DISCLAIMS ALL WARRANTIES,EITHER EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION,INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NON-INFRINGEMENT. LICENSOR SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LIMITATION OF L.IABIL.ITY:TO THE MAXIIVIUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT WELL LICENSOR OR ITS RESELLERS OR DISTRIBUTORS BE LIABLE FOR ANY PUNITIVE,EXEMPLARY,MULTIPLE,INDIRECT,SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE,INCLUDING,WITHOUT LIMITATION,DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,COMPUTER FAILURE OR MALFUNCTION,OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES,EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY(CONTRACT,TORT OR OTHERWISE)UPON WHICH THE CLAIM IS BASED. SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 62 of 69 City Secretary Contract No. TERM AND TERMINATION:The term of this Agreement shall begin on the earlier of Your original date of receipt,installation,download or use of the Software and shall remain in effect unless terminated in accordance with this provision.Without prejudice to any other rights,Licensor may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement.Upon termination,You must cease all use of the Software and Documentation and You must destroy all copies of the Software and Documentation and all component parts thereof in Your possession or under Your control or otherwise return or dispose of such material in such manner as Licensor may direct. GENERAL This Agreement constitutes the entire understanding between Licensor and You with respect to subject matter hereof.Any change to this Agreement must be in writing,signed by Licensor and You.Terms and conditions as set forth in any purchase order which differ from,conflict with,or are not included in this Agreement,shall not become part of this Agreement unless specifically accepted by Licensor in writing.You shall be responsible for and shall pay,and shall reimburse Licensor on request if Licensor is required to pay,any sales,use,value added(VAT),consumption or other tax(excluding any tax that is based on Licensor's net income),assessment,duty,tariff or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Software. EXPORT AND IMPORT COMPLIANCE:In the event You export the Software or the Documentation from the country in which You first received it,You assume the responsibility for compliance with all applicable export and re-export regulations,as the case may be. GOVERNMENT RESTRICTED RIGHTS:The Software and Documentation are"commercial computer software"or"commercial computer software documentation."Absent a written agreement to the contrary,the U.S.Government's rights with respect to such Software or Documentation are limited by the terms of this Agreement,pursuant to FAR' 12.212(a)and/or DFARS'227.7202-1(a),as applicable. GOVERNING .AW;ARBITRATION:This Agreement shall be governed by,and any arbitration hereunder shall apply,the laws of the Commonwealth of Virginia,U.S.A.,excluding(a)its conflicts of laws principles and(b)the United Nations Convention on Contracts for the International Sale of Goods. Any dispute,controversy or claim arising out of or relating to this Agreement or to a breach hereof,including its interpretation,performance or termination,shall be finally resolved by arbitration. The arbitration shall be conducted by three(3)arbitrators,one to be appointed by Licensor,one to be appointed by You and a third being nominated by the two arbitrators so selected or,if they cannot agree on a third arbitrator,by the President of the American Arbitration Association("AAA").The arbitration shall be conducted in English and in accordance with the commercial arbitration rules of the AAA.The arbitration,including the rendering of the award,shall take place in Richmond,Virginia and shall be the exclusive forum for resolving such dispute,controversy or claim.The decision of the arbitrators shall be binding upon the parties hereto,and the expense of the arbitration(including without limitation the award of attorneys'fees to the prevailing party)shall be paid as the arbitrators determine.The decision of the arbitrators shall be executory,and judgment thereon may be entered by any court of competent jurisdiction.Notwithstanding anything contained in this paragraph to the contrary,Licensor shall have the right to institute judicial proceedings against You or anyone acting by,through or under You,in order to enforce Licensor's rights hereunder through reformation of contract,specific SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 63 of 69 City Secretary Contract No. performance,injunction or similar equitable relief. ASSIGNMENT:You may not assign or transfer this Agreement in whole or in part,or any of the rights hereunder,without the prior written consent of Licensor.Any assignment made without prior written consent shall be wholly void and invalid,the assignee shall acquire no rights whatsoever,and Licensor shall not recognize,nor shall it be required to recognize,the assignment.This provision limits both the right and the power to assign this Agreement,and/or the rights hereunder. SEVERABILITY:Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.If the final judgment of a court of Licensor and You agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision,to delete specific words or phrases,or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision,and this Agreement shall be enforceable as so modified. NO WAIVER:No waiver by Licensor with respect to any default,misrepresentation or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation,or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Copyright�'2013 SearchBlox Software,Inc SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 64 of 69 City Secretary Contract No. [cool/la .owra t3tox aonwars,Inc. LaefnTICaTO(A lnsurerloe (page 1 oT I) I Cluweu lc IY:eO."rm ACO d CERTIFICATE OF LIABILITY INSURANCE err" 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),AUTHORED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT: 9 the awWoWA holder b an ADDITIONAL RFURED,the Poll hw)must be andomawl. It SUBROGATION IS WAIVED,subject to the to and oHldh1cm of to Polley,cwtaln policies may rsquim an andonamsnt. A statansM on this oerd0cats does not oon1w Aphis to the ewWioar boldw In lieu of such arldWeeln •. /� Tsohlnsuralcs PHIOrE 800-E85-1984 FAX 1101 Cerueral Expy.South,Sults 250 MLL rAc Nm T)828 90E7 4%iau'rew Alen,TX 73013 --- ...._-._._.__....-____.IIDIAFFON-oI_NG COVERAGE- _.__._. NAIC• eMuxael A: The Hertford 1 -- INaunees: SewchBlDx Sdtwars.Inc. WAKWA IC: 4870 SADLER RD STE 300 ON KNM D Glen Alen,VA 23000 - - — - txAUEn c - ---- DIPJNM F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED 13EL.OW 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 THS 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 SHOWM MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADM rYFEOF IIYIIruIICE SUM -POLICYE7� _ ..gym ✓ CeMklgWAL OlNEIAL UABaJTY EACH OCCURRENCE f 4,000,000 _.. CLAIMS-MADE M OOCUR PR s rAlrterA,nmol f 1.000.000 MED�A one ._ s 10,000 _ A 489BA3137SU 14/17/1070 14/12FM7 PERSONAL d ADV INJURY_ Z000.000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE f e•00D.0_ M POLICY❑ LOCPRODUCTS_COMPAJP AGG Sx.000.000__ OTHER _ f AUTOMOIN ELIABI ITT ! ' L UM f ANY AUTO --' _!ODILY INJURY(Per peon) f ALL ON94ED I j SCHEDULED BODILY RUURY(Per eoddan) S AUTOS t AUTOS HIREDAUTOS _._ AUNOSYMlED r UAs __ OCCUR EACHOCCURRENCE_ f ExCOeUM..._.R CLAIMS-N/16E AGGREGATE R ION $ WORKERG COMPENSATION OTH- ANDEMPLOYERSlIAB1UTY YIN _.$T/Inn ANY PROPRIETORIPARTNERIEXECUTIVE N/A EL EACH ACGDENT i OFFICER/MEMBER EXCLUDED? _. .- _.---____ (Maldelory In NH) ( E L DISEASE DPIrOe OOPERATIONS a - ( EL DISEASE-POLICY LIMIT 16 1 OESCRDT10N OF OPEiATKM ILOCATOW/VEHICM(ACOrID 101,"Morel R Waft BrrlrdW%Sn WW-h re4JVW CERTIFICATE HOLDER CANCELLATION BHOULD ANY OF THE AW Na DESCRIBED POLICIES BE CANCELLSD THE EXPIRATION DATE THEREOF, NOTICE WILL R DELNOIED M ACCORDANCE WITH THE POLICY PROVISIONS. AVTHDrA2DRIPP�TATIVE ' t m IWII 2014 ACORD CORPORATION. AN rights reserved. ACORD 25(201"1) The ACORD name and logo are regbtwsd mark*of ACORD SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 65 of 69 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE 1. Searchblox will invoice for software licenses upon delivery of software. 2. Searchblox will invoice for training upon completion of training. 3. Searchblox will invoice for services upon delivery of UI and GSA migration work. 4. Invoices will be paid by the City Net 30. SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 66 of 69 City Secretary Contract No. EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref. #: Milestone/Deliverable Name: Unit Testing Completion Date: Milestone/Deliverable Target Completion Date: Milestone/Deliverable Actual Completion Date: Approval Date: Comments(if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: SEARCHBLOX SOFTWARE,INC. Professional Services Agreement-Technology Rev.9/2017 Page 67 of 69