HomeMy WebLinkAboutContract 52679 City Secretary Contract No. 5M9
����° FORTWORTH,
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 immixTechnology, Inc. ("Consultant"), Virginia corporation, and acting by
and through the undersigned duly authorized representative. City and Consultant are each individually
referred to herein as a "party" and collectively referred to as the "parties." The term "Consultant" shall
include the Consultant,its officers, agents, employees,representatives,contractors or subcontractors.The
term"City"shall include its officers,employees,agents,and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This 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 Network Access Agreement;and
6. Exhibit E—Signature Verification Form
7. Exhibit F immixTechnology quote number QUO-1024314-X5M I G4
8. Exhibit G Texas DIR Contract#DIR-TSO-4315
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 the products and services set forth in Consultant's quote.Specifically,Consultant will perform
all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and
incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall
perform the Services in accordance with standards in the industry for the same or similar services. In
addition, Consultant shall perform the Services in accordance with all applicable federal,state, and local
laws,rules,and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and
conditions of this Agreement shall control.
immixTechnology,Inc.
Professional Services Agreement-Technology OFFICIAL RECORD
Rev.92017 CITY SECRETARY
FT WORTH, TX ,
City Secretary Contract No,
2. Term. This Agreement shall commence upon the last date signed by the Assistant City
Manager("Effective Date")and shall expire no later than December 3l,2020("Expiration Date"),unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.
However, the Services shall be performed within the timelines established and mutually agreed by the
parties.This Agreement may be renewed by mutual agreement of the parties.
3. CCo pensation. The City shall pay Consultant an amount not to exceed $462,120.19 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(I
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 documents prepared under this Agreement. In
the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant shall return all City provided data to the City in a machine readable
format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement.In the event that any conflicts of interest arise after the
Effective Date of this Agreement,Consultant hereby agrees irrunediately to make fuli disclosure to
immixTechnology.Inc.
Professional Services Agreement-Technology
Rev.9r2017 Page 2 of 42
City Secretary Contract No.
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. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. 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. Except as set forth in Section 6.3, 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.
6.3. Consultant agrees to include in its subcontract agreement with Kronos
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev,9/2017 Page 3 of 42
City Secretary Contract No.
Incorporated the following audit provision: Kronos 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, subject to Kronos's other obligations of confidentiality, directly pertinent
books,documents,papers and records of Kronos involving the purchases relating to this Agreement
at no additional cost to the City. Kronos agrees that the City shall have access during normal
working hours to all Kronos corporate offices 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 Kronos not less than 30 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
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. EXCEPT FOR THE FOREGOING, IN NO EVENT SHALL
CONSULTANT'S LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY THE
CITY TO CONSULTANT HEREUNDER.
8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,F ROM AND AGAINST ANY AND
ALL THIRD-PARTY 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,TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS, MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,
ITS OFFICERS,AGENTS,SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 4 of 42
City Secretary Contract No. __
8.3.1. Consultant agrees to indemnify,defend,settle,or pay, at its own cost
and expense,including the payment of attorney's fees,any third-party claim or action
against the City for infringement of any U.S. patent, copyright, trade mark,service
mark,trade secret,or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify,defend,settle or pay shall not apply if
the City modifies or misuses the Deliverable(s).So long as Consultant bears the cost
and expense of payment for claims or actions against the City pursuant to this section
8,Consultant shall have the right to conduct the defense of any such claim or action
and all negotiations for its settlement or compromise and to settle or compromise any
such claim;however,City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Consultant in doing so.In the event City,for whatever
reason,assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement,the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Consultant shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give Consultant timely written notice
of any such claim or action,with copies of all papers City may receive relating 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,
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.
immizTechnology,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 5 of 42
City Secretary Contract No.
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:
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.I.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;
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev 912017 Page 6 of 42
City Secretary Contract No.
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. 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. 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 shall be submitted
to the City to evidence coverage; and
10.1.5.3.6. 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, I000 Throckmorton, Fort Worth, Texas 76IO2, 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
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. Consultant agrees to comply
mvn ixTechno logy.Inc.
Professional Services Agreement-Technology
Rev.912017 Page 7 of 42
City Secretary Contract No.
with all applicable federal, state and local laws, ordinances, rules arid 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 third-party 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, provided the City gives Consultant 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 arising under this Section
12,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.
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 vith 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 immixTechnology,Inc.
Attn:Assistant City Manager Attn: Legal Department
200 Texas Street 8444 Westpark Drive,Suite 200
Fort Worth TX 76102 McLean,VA 22102
Facsimile: (817)392-xxxx Facsimile: 703.752.0611
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.
unmixTechnology,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 8 of42
City Secretary Contract No.
16. No Waiver. The failure of the City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of
the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted,at law or in equity,is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Consultant shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (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 Controllinct. 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
shaII 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 parry'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
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev 912017 Page 9 of42
City Secretary Contract No.
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 notif, the Consultant in writing as soon as
the determination is made listing the specific reasons for rejection,if City does not reject the submission in
writing within ten(10)days, the submission will be deemed to be accepted.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 ar y 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 Accgs�. If Consultant, or any Consultant
Personnel,requires access to any federal law enforcement database or any federal criminal history
record information system,including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") eF National Fingerprint File ("NFF"),or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort`Worth Police Department, under this
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 (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services.Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement.Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to
immediately terminate this Agreement for violations of this provision by Consultant.
29. Informal 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
immixTechnology.Inc,
Professional Services Agreement-Technology
Rev.912017 Page 10 of42
City Secretary Contract No.
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten(10) business days of receipt of the notice,both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either 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.
M. Reporting Requirements.
31.1. For purposes of this section,the words below shall have the following meaning:
31.I.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_Rgguirement. 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
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev,912017 Page 11 of42
City Secretary Contract No.
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.
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 respf ctive 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. lEach 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 Informal on),Section 6(Right to Audit),and
Section 8(Liability and Indemnification)shall survive termination oft his Agreement.
(signature page follows)
immixTechnology,Inc
Professional Services Agreement-Technology
Rev,9/2017 Page 12 of42
City Secretary Contract No.
Executed in multiples this the day of&Lkoij JU ,201.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT 7RTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
p responsible for the monitoring and administration of
this contract, including ensuring all performance and
By:
reporting requirements.
Name: U(1/l �irlh
Title: /Assis ant City Manager
/�/ I /
Date: BYQ
Name: Steve V54iffert
Title: Assistant Director,IT Solutions
APPROVAL RECOMMENDED:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
BY:
Title:
Na e: John . Strong
ATTEST: Ti e: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: P-12339
Date Approved: 6/1 V2019
By: - .` I 5�u
Name: MAJvse '` r'.-,: _ Form 1295 Certification No.:201.9-562i-n
Title: City Secr taryy�
{�u 6i•k
CONSULTANT:
immix Technology. Inc. ATTEST:
f k 1-1 /
By: 1": ' By:
NamdkJ VA^t6w7�J I-*"A+J Name: Y
Title: Stf_1DiC„C:C—TDI-- Title: SLLW :tom/0 1h1�
Date:
EXHIBIT A
R®
immixTechnology,Inc.
Professional Services Agreement-Technology CITY SECRETARY
Rev 9/20 0 FT A*4/ T X
City Secretary Contract No.
STATEMENT OF WORK
4 KRONOS'
Statement of Work for
CITY OF FORT WORTH
Workforce TeleStaff On-Prem Implementati n
;c 2019,Ktorias n cot poratedandrelaledcompunies. sI'ight5te>Bved
-ONt DEN`' t_ of to be disclosed to third parties vAthout specifi,,vritten consent front Krona
immtxTechnology,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 14 of 42
City Secretary Contract No.
Overview
This Statement of Work('SOW')provides an overview of the project including scope,approach,costs,
and how the project will be managed.To support a successful implementation,the customer will
provide the required internal project resources.
This Statement of Work is tied to immixTechnology Quote QUO-997789-B4K1 L9 Line items 13 through
17 for Professional Services.
Project Objectives
Successfully install and configure a net new standalone on-premise instance of Workforce TeleStaff
version 6.x with integration to PeopleSoft.
Also,included in scope,Workforce TeleStaff IVR(hosted Aspect telephony for call-outs)and 1 Bid for
annual vacation.
This project is a fxed fee engagement,with services invoiced based on milestone deliverables. Refer
to Exhibits 1 and 2 for detail.
Proposed Solution
Q.. � :Project Type
Workforce TeleStaff Enterprise New
Workforce Telestaff Global Access New
Workforce Telestaff Gateway Manager New
Workforce Telestaff Contact Manager New
Workforce TeleStaff Bidding New
Project duration is expected to be 36 working weeks,based upon our experience with our customers
and products. Depending upon the preparation and engagement of your organization,there may be
opportunity to complete the project in a compressed duration. However,if project resources are
unprepared or unavallable,the duration of the project may need to be extended,increasing the budget
required to successfully complete this scope of work. Requests for additional scope or activities
outside of this planned project scope may be accommodated through the change process.In this
circumstance,Kronos may issue a change order to ensure the appropriate budget is available
Kronos will deliver the scope of this project utilizing a blended approach. A blended approach
combines onsite and remote resources.
CITY OF FORT WORTH
2019, Kronos Incorporated Confidential
imrniaeclwlomy Inc.
Professional Services Agreement-Technology
Rev.912017 Page 15 of42
City Secretary Contract No.
Instructor Led Training
Kronos Instructor Led Trairdng Is purchased as Training Points.Training Points allow you to budget for
training with the flexibility to adjust your plan during implementation,
Core Team training will help your key functional and technical users to make Informed solution design,
configuration decisions and provide core product knowledge. _
Workforce TeleStaff Enterprise Self-paced training for 4
Consulting includes
Workforce Telestaff Administration Consulting
Workforce Telestaff Database Administration Consulting
Workforce Telestaff Staffer Consulting
'Additional Consulting Course details outlined in Exhibit 3.
Project Approach
Kronos implementations use an iterative approach-driven by value and realized through collaboration.
This approach,focused on accelerated time to value,is bo'stered by tools and techniques,such as set-
up specific to industry and region,Kronos process recommendations dynarrwc documentation,and
accelerated testing processes.AN project information is available onhre to allow project team members
access to project status,contact information,issues log,test case traitking,training plan,etc.at any
time.
The implementation will be completed in three iterative phases:Initiate,Collaborate,and Adopt.
Project Leadership
Kronos will provide guidance through the life cycle of the project and provide best practices to
implement the solution.As the main point of contact,the Kronos Project Manager will partner with the
customer project leadership to develop the project plan that include to sks for both parties as applicable
and to ensure objectives are achieved,The Kronor Project Manager,mll also deliver a collaborative
workspace,which will serve as the dashboard for all aspects of the pi ogress of the implementation
while leveraging a Kronos tool to manage project issues.
✓�, CITY OF F,)RT WORI'H
\\ (0nti19,Kronos IncorporatcO Confidentwl
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.9/2017 to
City Secretary Contract No.,
Initiate
This first phase of the project lays the foundation for the project.
During this phase,the Kronos team will work together with the customer team to review goals and
success criteria and share project assumptions.Teams will set and understand expectations,share
project plans and agree upon the process of working together.The Kronos team will gather information
and establish baseline configuration according to recommendations by industry and refine to meet
customer-specific policy and practice requirements.The Kronos team will assist with Data Collection of
City of Fort Worth's business processes it will be City of Fort Worth's responsibility to document those
business processes.The Kronos Project Manager will also introduce the concepts of change
management,testing,and end user education.
Once these items are complete,the Collaborate phase will begin.
Collaborate
As the project moves into Collaborate,both teams will partner to create the best solution for the
customers'organization_Kronos will recommend practices and configuration based on industry and
geography and fine tune those recommendations iteratively,to meet customar-specific needs and
desired outcomes.This approach helps to define and refine the final solution.During this phase,the
Kronos team will share the solution in action,which better alows informed decisions about the
processes to be instituted.In turn,there is a better understanding of the specific scenarios to include in
testing and end user training.As the solution is being finalized,both teams will focus heavily on testing
efforts to ensure that the solution is well-prepared for adoption.
The project transitions into acceptance testing leveraging the Accelerated Testing Process.Kronos will
provide baseline standard test scripts while the customer-side team creates test scripts specific to the
relevant use cases,integrations,and processes.The customer team will execute these scripts and
record the result,reporting successes and issues.To maximize visibility into acceptance testing
progress,the project teams will work collaboratively in the testing waorkspece which will provide up to
date information and metrics on the status of testing.
Additional User Acceptance Testing Support has been included(5 additional days)to assist City of Fort
Worth
Adopt
The final phase is Adopt—when both teams realize the outcomes of the previous phases.it is at this
stage that the sotubon is measured against the goals and objectives this project set out to achieve.
Here the goals,success criteria,change management,and risk management efforts culminate as both
tears work collaboratively to deploy the solution to end users.
Kronos will oversee 1 deployment group(s).After which the Kronos project manager will transition the
completed scope to Kronos Global Support for post-implementation support.
C)TYOF i=ORT WORTH
2019 Kronos Incorporated Confidential
immixTechnology,fnc.
Professional Services Agreement-Technology
Rev.9l2017 Page 17 of42
City Secretary Contract No.
Project Team Responsibilities
Customer team participation is key to the success of the project Early on.it is important to select a
well-suited project team Selecting the right project team and ensuring availability to work with various
project team members and end users will ensure project success
In the instance an organization Is comprised of multiple businesses and/or locations,it wil:be important
to select team members who are knowledgeable of the policies and practices utilized within each of
those groups.
The information belowwill help with planning the teams responsibirdies and time commitments.
Roles tResponsib ility __�rajecl Subject
.. . Manager Matter Experts
Experts
Overall success of the implemmntation
Intema communications to endorse the
project and prepare resources/end users
for upcoming changes
Compket on of customer tasks and
deliverables
Schedules resources.mitigates risks and
works within the project schedule
Gathers and defines business rules and
po icies
Attends standard weekly or bi-weekly
status meetings
Identifies and supplies interfacm integration
information
Attends all defined Kronos product training
He'ps create and execute test plans to
ensure a successful implementation
Provides network related information,helps
conf;gure Kronos clocks and any browser
settings,if applicable
Attends important meetings including
milestone meetings and phase reviews
Endorses the Kronos system to other
ma nagersldepa rtments
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev,912017 Page IS of42
City Secretary Contract No.
Project Team Availability
The chart below outlines the commitment for each of the customer team resources in the project Keep
in mind that more than one Subject Matter Expert may be needed,or there may be one Expert with
experience in multiple areas.Customer resource requirements may need to be scaled based on the
size and complexity of the project.
There may also be occasion throughout the project to engage Subject Matter Experts from select
businesses/locations as determined by the customer,as a supplement to the project team
00
0O 0
Collabo
Smart Value Fast
estimated - i Per Week
Executive }1 day >.5 day 5 day
Sponsor
Project Manager 3+days 3+days 3+days
Subject Matter 1.5-2 days 3+days 3+days
Expertl
Subject Matter 1.5-2 days 3+days 3+days
Expert2
Technical Expert .5 day >.5 day 1 day
CITY OF FORT VVORTH
c�Nlq,Kronos Inmrporated Confidential
immixTechoology,Enc.
Professional Services Agreement-Technology
Rev.912017 Page 19 of 42
City Secretary Contract No.
Solution Assumptions
Workforce TeleStaff Enterprise
• 2 Workforce TeleStaff environments included in this deployment(PROD,TEST)
• Kronos will configure all components of each environment: web,application,messaging and
caching servers.
• Solution development readiness
• Solution development workshop
• 3 scheduling groups without fill rules
• f scheduling groups with fill rules
• 5 additional days of user acceptance testing support
• Hosted IVR implementation included(implemented with a separate Aspect account)
• 1 distinct Bid configurations
• The Authentication method will be ADFS via SAML Single Sign On.
• Kronos is responsible for the setup with the Kronos application. City of Fort Worth is
responsible for the oonfiguration/setup for the selected prov der.
• 2 standard feeds
• Atwo-way path of communication between Kronos WFTS and Peoplesofts accomplished
by:
The WFTS application will export staffing,payroll and person data via standard.csv or
.xmi files either scheduled or ad-hoc as defined. These export documents will be posted
to a defined file folder location as defined during their configuration phase with the Kronos
Technical Consultant.
The importing of data will be facilitated by the receipt,al io in a defined file folder k>cation,
a properly formatted.xmI fie from PeopleSoft.
• Kronos will provide all file format requirements for the standard interfaces(employee
information,leave balances,task group information,time worked,and absences taken,etc)
• The City wi11 be responsible for any required data transformations to use the standard
Kronos file interfaces.
• The City will be responsible for all PeopleSoft developrnent required to use the standard
Kronos file Interfaces.
• The City will be responsible for a I interface documentation to include specifications,
processes,data formats and error handling.
• No custom work is included to the scope of work,
\/
CITY OF FORT VVbRTH
t=:}?.C�19 kronosln��xhorate+Confidential
immixTechnology,Inc.
Professional Services Agreement•Technology
Rev.912017 ^^�
City Secretary Contract No.Y
Services Investment Summary
This SOW represents a fixed fee engagement. Travel expenses are not included and will be invoiced
separately as incurred
Professional Services $143,882.63
Educational Services $924.00
$144,806.63
A111A
CITY OF FORT WORTH g
f:2019 Kronor, Incorporated Confiden.01
immixTechnolm,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 21 of42
City Secretary Contract No.
Signatures and Approvals
SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE
BY, Date:_
Title:_Services Business Development Manager
This Statement of Work is subject to the CITY OF FORT WORTH's agreementwith Krones governing
Professional and Education Servioes,By signing below,the authorized CITY OF FORT WORTH's
representative agrees to purchase the services described herein.
ACCEPTED AND AGREED
CITY OF FORT WORTH
By_ Date:`
Title:
CITY OF FORT WORTH may make necessary copies of this docun-W nt for the sole purpose of
facilitating internal evaluation and/or execution of proposed project-Ctherwise,the document or any
part thereof may not be reproduced in any form without the written permission of Kronos Incorporated.
All rights reserved.Copyright 2019,
CITY OF FORT WORTH g
W, t)2019 Kronos incorporated Confidential
immixTechnology.Inc.
Professional Services Agreement-Technology
Rev,912017 Page 22 oF42
City Sccrctary Contract No.
Exhibits
1.0 Estimated Project Timeline
The Kronos and City of Fort Worth Project Managers wtll collaborate to determine the official project
plan during the Initiate Phase, Project Start timeframe is dependent upon when signed contracts are
submitted to Kronos.
s»
WorUr T�4haM heJ.e� ; '-.•,•. _.
rritYl .. GOtlA90r1AtE
.CIpdVCtgrti - ., ...EMMp+s�Wf� •..._. a A�seneas
ONIn.Wok . ��Whon On�lurt�Vafs ',.. Taman a+a r,sen
.9Jt's TKt soht.eTt NMSM.and t.Yw ,
t .am.,—t..rn.ba.d su0n rat �� YnWucib.-r iti.'4arory
Ca.14am T'3p02 Begm rooft Stmoft
Cara GAhsm __ End 4m L—M
P,. aline 1p sokmw_V Seb_inn
Aar.-s f R.adiwas i/aaMne tin alien T
tls«nc-c+�,tr�.»sue
. lefution Axtt.�lG�.�RN.MMIr,..'-
2.0 Milestone Billing Cycle
,.
le-
Completion of initial Project Management Plan $20.701 03 June 2019
Signed Checkpoint document:Authorization to Proceed to Solution $48,279 24 August 2019
Development
Signed Checkpoint document:Authorization to Proceed to Testing $25,033,68 October 2019
Signed Checkpoint document:Authorization to Proceed to $24.835.00 January 2020
Configuration Cutover
Signed Checkpoint document:Authorization to Proceed to Go-Live $25,033.68 February 2020
$143,882.63
Professional Services will be invoiced according to the above milestone billing cycle, The Checkpoint
documents require a signature from the City of Fort Worth and Kronos to initiate an invoice. A
description of each deliverable follows:
Completion of initial Proiect Management Plan
The Kronos and City of Fort Worth will collaborate to develop the initial project management plan- This
plan will include an implementation schedule,project and resource plan,test strategy plan and a status
management plan. Upon agreement of the initial plan by both parties,Kronos will invoice City of Fort
Worth The project management plan is a living document which will be updated as the project
progresses.
Af CITY OF FOR T WORTH
:;,)2D19 Kronos IncorporateC Cc.nfidenfiaii
t
immixTechnolook Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 23 or42
City Secretary Contract No,
Stoned Checkpoint document:Authorization to Proceed to Solution_L)evelopment
This checkpoint authorization form documents our agreement that wM are ready to move forward to
Solution Development. At this point,we agree that we are ready to riove forward if the following
activities are complete or do not apply:
❑We understand the desired outcomes and goals of the protect and have established success
criteria
❑We created a schedule to achieve value quickly
❑The customer team has completed the Solution Developrrtltnt Readiness checklist items and
delivered them to the Kronos team
❑The testing strategy has been developed with guidance from Kronos,including registering
testers for training and formulation of the testng plan
❑The customer team has planned change management activities and included those in the
project schedu e
❑The Integration strategy has been developed with gutdancr�from Kronos.
❑A Phase Review has been scheduled
Sign-off of this checkpoint document indicates that we agree that the teams have accomplished the
tasks that allow the project to proceed.
Signed Checkpoint document:Authorization to Proceed to Testing
This checkpoint authorization form documents our agreement that vw are ready to proceed to Testing
At this point.we agree that we are ready to move forward if the following actrvkies are complete or do
not apply?
❑We have participated in a Final Walkthrough of the designe d solution and understand how
each persona in the customers organization will use it to achieve the desired outcomes and
goals of the project
W We have reviewed the proposed configuration and the customer has signed approval on the
solution documentation
C7 The customer testing team is scheduled to complete their So nos training before the start of
testing
❑The customer has created a testing plan and is prepared tc meet the testing schedule
❑We have completed(or scheduled)the Testing Readiness all,and the test cases are
prepared
Cl Employee records have been imported into the database a-id are set up for testing
❑The Kronos solution and testing tools are set up with the appropriate rights and access for
testers
J The project schedule and budget are up to date
CIT OF f t0 T VVORI H
26 J.Kronos Inrorporaled Confidential
immiaTechnology,lnc,
Professional Services Agreement-Technology
Rev.912017 Page 24 of 42
City Secretary Contract No.
❑A Phase Review has been scheduled
Sign-off of this checkpoint document indicates that we agree that the teams have accomplished the
tasks that allow the project to proceed.
Sinned Cheapoird document,Authorization to Proceed to Cordinuration Cutover
This checkpoint authorization form documents our agreement that we are ready to proceed to the
cutover process—moving configuration from Testing Environment to Production Environment At this
point,we agree that we are ready to move forward if the following activities are complete or do not
apply-
0 The customer testing team has successfully tested the solution and signed off on all
outstanding issues in the testing activities,including testing of integration according to scope
❑The customer's end user training plan is being executed as strategized in the Change
Management Plan,including incorporating any late changes from testing into the user education
materials
❑Production Environment is scheduled to be updated from the test environment and tested as
applicable
Sign-off of this checkpoint document indicates that we agree that the teams have accomplished the
tasks that allow the project to proceed.
Sinned Checkpoint document.Authorization to Proceed to Go-Live
This checkpoint authorization form documents our agreement that we are ready to proceed to haunch
the system as a five environment. At this point,we agree that we are ready to move forward if the
following activities are complete or do not apply:
Kronos has successfully remediated any crdical go-five issues. The customer testing team
has successfully tested the so'ution and signed off on alf outstanding issues in the testing
activities,including testing of integration according to scope
❑The customer's and user training plan has been executed as strategized in the Charge
Management Plan;any late changes from testing have been incorporated into the user
education materials
❑If applicable,timekeeping terminal users have been enrolled and/or trained to enter tune
❑Production Environment testing is complete including terminals.VPN testing,authentication
and file transfers wherever applicable
❑The deployment checklist has been reviewed and is up to date
O A Phase Review has been scheduled
CITY OF FORT WORTH
t, 2019,Kronos Incorporated Confidential 1
WIT �
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.92017 Page 25 of42
City Secretary Contract No.
The Kronos project team supports two validation runs and will then a nduct a Project Close meeting.
The customer will then be transitioned to Kronos Global Support to a ntinue the long-term,successful
relationship with Kronos.
Sign-off of this checkpoint document indicates that we agree that the :earns have accomplished the
tasks that allow the project to proceed.
3.0 Education
Additional Consulting includes:
Self-Paced Training
Core Team training will help your key functional and technical users to make informed solution design,
configuration decisions and provide core product knowledge.
Workforce TeleStaff Enterprise Self-paced training for 4
Additional Consulting includes_
• Workforce Telestaff Administration Consulting
• Workforce Telestaff Database Administration Consulting
• Workforce Telestaff Staffer Consulting
Course Title:Workforce TeleStaff Administration
Audience-Super User
Description
Take this course to learn how to set up,update,and change eonfiguridion points in Workforce
TeleStaff,This course teaches you about all items within the Setup folder.
After completing this course you will also understand the staffer and >nd user perspective to provide
the best support possible.
Objectives
After completing this course.you should understand the setup of:
Security
Shifts
Codes
Rules
Rosters
End user view and process
ACliYOF FORTWOR 13
Z?2019,Kronos tna.)rporated Conf,dentint
immixTechnology,loc.
Professional Services Agreement-Technology
Rev,9/2017 Page 26 of42
City Secretary Contract No.
Staffer view and process
Audience
This course is for those users responsible for maintaining the configured Workforce TeleStaff
application.
Prerequisites
None
Duration:16 hours
Course Level:Advanced
Participants:Maximum of 12 participants for on-site instruction
Instructional Method-Virtual
Course Title:Workforce TeleStaff Database_Administration
Audience;Super User,ITfIS
Description
Take this course to understand the System folder,Task Manager Tasks,and basic custom reports.
After completing this course,you should understand how to download,upload and save filter changes
to reports,this course does not include the creation of custom reports
Objectives
After completing this course,you should understand:
Contact Manager
Email Manager
Import Manager
Task Manager and Activity Log
Phone Manager
Audience
This course is for those users responsible for maintaining the Workforce TeleStaff database.
Prerequisites
None
Duration:4 hours
Course Level:Advanced
Participants:no maximum for virtual instruction
CITY OF FORT WORTH
VIM :?20 9,Krorios incorporated Confidential
i nrnixTecduology,Inc.
Professional Services Agreement-Technology
Rev.92017 Page 27 of 42
City Secretary Contract No.
sommoomm
Instructional Method Virtual
Course Title:Workforce TeleStaff Staffer(New User)
Audience Project Team.Super User,Manage rlSupervisor
Description
Take this course is designed for a new user to learn best practices on how to perform common
scheduling and staffing tasks within Workforce TeleStaff
After completing this course,you should understand how to leverage'Norkforce TeleStaff as a tool to
manage daily and future scheduling and staffing as well as assist e"]oyees 1n the use of the system
from an end user perspective.
Objectives
After completing this course,you should understand:
Workforce TeleStaff overview
Dashboard
Find information using the People Fitter
Work Code functionality
Staff from the Roster
Deploy events,units
Manage leave
Trade acknowledgements/Notdicat�ons
Filter and run reports
End user tasks
Audience
This course is for those users responsible for transferring knowledge to those managing the schedule
and users responsible for scheduling
Prerequisites
None
Duration:32 hours—(4 total sessions)
Course Level lnt,oductoryilntermediate
Participants.Participants: 12 participants per session
Instructional Method.Virtual
immixTechnology,Inc
Professional Services Agreement-Technology
Rev,9/2017 Page 28 of42
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
The Software Licenses and Software Maintenance(Lines I-10)will be payable with the following
schedule:
a. $227,075.62(75%of Lines 1-10)N30 Upon Award
b. $75,691.88(25%of Lines 1-10)N60 Upon Award
Professional Services(Lines 13-17)will be invoiced per the Milestone Billing Cycle/Deliverable
Schedule noted in the Statement of Work.
Customer will be invoiced each month in arrears for Workforce Telestaff IVR service usage fees for the
total actual number of metered minutes used each month(the"Minute Usage Fee")at a customer facing
rate of$0.13 per minute.
If Consultant has not invoiced for the entire fixed fee amount as set forth in the SOW(and any Change
Orders,if applicable)upon completion of the services,Consultant will invoice Customer for any
remaining fees up to the fixed fee amount and Customer shall pay such fees upon the payment terms
agreed upon by the parties.
imm ixrechno logy.Inc.
Professional Services Agreement-Technology
Rev.912017 Page 29 o1742
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:
MIMIXTechnology,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 30 of 42
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Consultant wishes to access the City's network in order to provide remote
configuration services for Workforce Telestaff and all the components necessary for a complete test and
production system. In order to provide the necessary support, Consultant needs access to description of
specific Network systems to which Consultant requires access,i.e. Internet,Intranet,email,HEAT System,
etc.
2. Grant of Limited Access. Consultant is hereby granted a limited right of access to the
City's Network for the sole purpose of providing configuration services for Workforce Telestaff and all the
components necessary for a complete test and production system. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Consultant with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the
Contractor. Access rights will automatically expire one(1) year from the date of this Agreement. If this
access is being granted for purposes of completing services for the City pursuant to a separate contract,then
this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services,whichever occurs first. This Agreement will be associated with the Services designated
below.
3.1. Services are being provided in accordance with the Agreement to which this
Access Agreement is attached.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated;and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement,the Consultant has provided the City with a current list of its officers,agents,servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services,Consultant shall
provide the City with a current list of officers,agents,servants,employees or representatives that require
Network credentials on an annual basis.Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers,agents,servants,employees or representatives
may not share the City-assigned user IDs and passwords. Consultant acknowledges, agrees and hereby
gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Consultant pursuant to this Agreement shall be grounds for the City immediately to deny
Consultant access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.9,'2017 Page 31 of42
City Secretary Contract No.
remedies that the City may have under this Agreement or at law or in equity.
5.1. Notice to Consultant Personnel — For purposes of this section, Consultant
Personnel shall include all officers, agents,servants, employees, or representatives of Contractor.
Consultant shall be responsible for specifically notifying all Consultant Personnel who will provide
services to the City under this agreement of the following City requirements and restrictions
regarding access to the City's Network:
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Consultant Personnel, and will immediately report the loss or theft of such equipment to
the City;
5.1.2. Contractor, and/or Consultant Personnel, shall be prohibited from
connecting personally-owned computer equipment to the City's Network;
5.1.3. Contractor Personnel shall protect 'City-issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City's
Network;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Consultant Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary o provide services pursuant to this
Agreement;
5.13. All network activity may be monitored for any reason deemed necessary
by the City;and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Consultant Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice,and without penalty to the
City. Upon termination of this Agreement, Consultant agrees to remove entirely any client or
communications software provided by the City from all computing; equipment used and owned by the
Contractor,its officers,agents,servants,employees and/or representatives to access the City's Network.
7. Information Security. Consultant agrees to make every reasonable effort in accordance
with accepted security practices to protect the Network credentials aid access methods provided by the
City from unauthorized disclosure and use.Consultant agrees to notify the City immediately upon discovery
of a breach or threat of breach which could compromise the integrity,cif the City's Network,including but
not limited to, theft of Contractor-owned equipment that contains City-provided access software,
termination or resignation of officers,agents, servants, employees or representatives with access to City-
provided Network credentials,and unauthorized use or sharing of Network credentials.
(signature page follows)
ACCEPTED AND AGREED:
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 32 of42
City Secretary Contract No.
CITY OF FORT W7H:
�tih"Tev,,C,o�0 \,\C.,
By: By: — v 1�,,
Kevin Gunk Name: V444cftf-A t 4NCLvK Iq—
Assistant City Manager Title:
Date: ?46�f Date: 7 '3O g
APPROVED AS TO FORM
AND LEGALITY:
BY
i4in B. S ong
Assistant City Att ey
ATTEST: 0� F OR
By.
City Secr tary .
OFFICIAL RECORD
CITY SECRETARY
immizTechnology Inc. FT.W
Professional Services Armamt-Technology
Rev.9IN 17
City Secretary Contract No,
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
immixTechnology,Inc.
8444 Westpark Drive,Suite 200,McLean,VA 22102
Services to be Provided:as set forth in the Agreement to which this Form is attached.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. Such binding authority has been granted by proper order,
resolution,ordinance or other authorization of Company.The City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. The City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by the Consultant.
1. Name: Vaughn Harman
Position: Sr.Dir for
Signature
ch
I��-,Sr:-I�iceeter
Signature
3. Name: David Tong
Position: Sr. Director
Signature
Na e:Tr y F e
J%
Signature
Other Title: Vice President&GM 7
Date:
immixTechnology,Inc,
Professional Services Agreement-Technology
Rev.9/2017 Page 34 of42
City Secretary Contract No.
EXHIBIT F
immixTecbnology Quote Number QUO-1024314-X5M1G4
immix7echnology,Inc. Sales Quotation
a=ubudary of O inrniAr-
Michael Munday Contract No.: DIR-TSO-4315
Fort Worth Police Department
505 W.Felix
Fort Worth,TX 76115 CAGE Code: 3CA29
PH:(817)392-4253 DUNS
No.: 09-869.2374
Michael.MUnday@fortworthtexas.gov TAX 108: 54-1912W8
Terms: NET 30
FOB: Destination
Orderrpaymenl Address
Quote Number: OUO-1024314-X5fi11G4 immixTechnology Inc
Quote Dala: 51712019 $444 Westpark Drive Suite 200
Expiration Date: 812V2019 McLean,VA 22.02
PH 703.752 0610 FX.703-752 0814
EFT 885T
Routing No OSSW3308
in,mix7echnology,Inc. Mohan Vinu
Contact:
703.63141895 Vinu—MohninCimmixgroup.com
Manufacturer Quote 0: 590027-1 Manufacturer Contact: Mackey Mictrolla
Manufacturer Rat is 515360.5M Micnale lsadrey®kronos ram
Please reference ImmixTechnology's-OUO"quote number and Government Contract number on any purchase orders ssued against MIS quote
Please,rtdude any tax exempt certificates,where applicable_
Statement of Work for CITY OF FORT WORTH Workforce TeleStafT On-Prern Implementation 2019.49397 EM R9 51162019 is incorporated,nto dt 4
quota
Professional Services(Lines 13-17)will be invoced per the Milestone Biling Cycle;Deflverable Schedule noted in the Statement of Work.
Customer will be invoiced each month in arrears for Workforce TNestaR IVR service usage fees for the total actual number of metered minutes used
each month(the'Minute Usage Fee")at a customer facing We of SO 13 per minute
INCLUDED AT NO COST;
6100326-001-ESD SW KIT,TELESTAFF ENTERPRISE V6.7
SW4500-001-WORKFORCE TELESTAFF GATEWAY MGR VB OF TO WFC
8604500-OOIPM-WORKFORCE TELESTAFF GATEWAY MGR V61rF TO WFC PLATINUM SUPPORT
For ate services set ortn n the Statement of Work(or'SOW)and this Order orm,Kronos agrees to complete the services,as described in the SOW
for the fixed foe set forth herein,unless additional hours are required to complete such services due to a material change in the scope of the project,
Customer delay in fulfilling its obligations,or as a result of a change in the complexity of the origins,scope of services based on Won.ation unknown
at tote hme the parties entered into this SOW Any such additional fours shall be agreed upon by the parties pursuant to the Change Order process
described in the SOW and the fixed fee amount described herein shag be amended as provided in such Charge Order If Krontos has not invoiced for
the entire fixed fee amount as set forth in this SOW(are any Change Orders,it applicable)upon completion of the services Kronos will invoice
Customer for any remaining fees up to the fixed fee amount and Customer shalt pay such fees upon the payment terms agreed upon by the parties Alt
services shall be invoiced in accordance with the terms of the Agreement unless otherwise specified in the SOW
Items Part Number Contract Trans Product Description, City Pries Price
1 8804488-000 DIR-TSO-4315 UC Workforce TeleStatf Enterprise vfi-per 2250 $64 6700 S145,507 50
Employee—TRUSTED PRODUCT
2 8604488-000PM DtR-TSO-4315 MNT Platinum Maintenance for Workforce TeleStall 2 SSC s18.160o 536,30000
Enteronse v8 per Employee TRUSTED
PROM—CT..
3 8W"89-000 I DI R TSO-4315 L-C Workfou'eleStaN Bidding v6 per 2250 S23.9500 S53,887 I
Employee^TRUSTED PRODUCT"
All Pnong information is confidential Page 1 or 3 Quote 0 QUO.1024314-XSM'G4
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 35 of 42
City Secretary Contract No.
immixTechnology,Inc. Sales Quotation �Ccn6nued
.me.0ar.er O knaiicre.o
Item Part Number Contract Trans Product Description Extended
Type Csy Price Price
4 660"89-000PM DIR-TW 4316 MNT Platinum Maintenance for 1NoAclorce TeleStaff 2250 $5 99W S13,477 50
Bidding v6-per Employee-TRUSTED
PRODUCT"
5 8504495-000 DIR TSO-4315 UC frkforce-aleStaff Global Access v6-per 2250 S"1 2300 $25,267 50
Employee-TRUSTED PRODUCT"
6 860"95.000PM DIR-TS0 4315 MNT Platinum Maintenance ter Workforce TeleStaff 2250 $2 8100 $6 322 50
Global Access v6-per Employee••TRUSTED
PRODUCT"
7 8504501.ODO DIR-TSO.4315 LIC Workforce TeleStaff Contact Manager v6 -per 2250 $8 7400 S16185 00
Employee"TRUSTED PRODUCT'
8 18804,501-ODOPM DIR-TSO.4315 MNT Platinum Maintenance for Woddorce TeleStaff 2250 $16800 $3.78000
CdrdaCl Manager v6-per Employ""
TRUSTED PRODUCT
9 8OW97.001 DIR-TSO-4315 L'.0 Workforce TeleStaff Gateway Manager 03 per 1 $2.4000000 S2.400.00
manager"TRUSTED PRODUCT"
+0 8604497-001PM DIR-TSO.4315 MNT Platinum Mamtenance for WorkforceTeleStaff 1 S8000000 s80000
Gateway Manager v6 per manager'
RUSTED PRODUCT"
Group Total. S302,767.50
`1 8604404-001 DER-TSO-4315 XAAS Workforce TeleStaff=VR Service-Per Minute 42662 ^--$0 1300 $5,548.05
1Jnvoices Monthly in Arrears Based on Usage)
'•TRUSTED PRODUCT" I L
CxoupTotal: $5,546.08
12 BAYG-TRAINPTS DIR-TSO43i5 TR Bill As You Go-Training Pokes. Gerken 1100 $0 8400 $924 00
Tra,ning Points to be used for any training
class Bill as you go Training Points(invoiced
upon delivery or atteindanc*)••TRUSTED
PRODUCT
Group Total 6924.00
13 9990079-PRO-TC DIR-TSO.4315 SVC Professional Services•Tecltn ica Services 83 $249 4100 S20 701 03
TeleStaff Techro®I Consultant DELIVERA 8.E
ONE-Completion of initial Project
Management Plan••TRUSTED PRODUCT'
14 9990057-PRO-PM DIR-TSO.4315 SVC PROFESSIONAL SERVICES-TELESTAFF- 243 S198.6800 S48,27924
Project Manager(per hour):DELIVERABLE
TWO-Signed Checkpoint document:
Authorization to Proceed to Solution
Development••TRUSTED PRODUCT
15 9990057-9RO-SC DIR-TSO.4315 SVC PROFESSIONAL SERVICES-TELESTAF F- 126 S198 68W $25.033 W
Solution Consultant(per houry DELIVERABLE
THREE Signed Checkpoint document
Authorization to Proceed to Testing•'
TRUSTED PRODUCT•'
16 9990057-PRO-SC DIR-TSO.4315 SVC PROFESSIONAL SERVICES•TELE$TAF F- 125 S198 6800 S24.835 00
Solution Consultant(per hour?.DELIVERABLE
FOUR-Signed Checkpoint document.
Authorization to Proceed to Configuration
Cutover•'TRUSTED PRODUCT '
All Pricing information is confidential Page 2 of 3 Quote Y QUO.1024314-X5M`G4
iounixTeehrlollW.Inc,
Professional Services Agmement-Technology
Rev.91201 7
City Secretary Contract No.
immixTechnology,Inc. Sales Quotation contlnue
„ ,,a,m, *,a W„.,-
Item Part Number Contract Trans Product Description Qty Price Extend
PrIles
',7 9990057-PRO-SC DIR-TSO-4315 SVC PROFESSIONAL SERVICES-TELESTAFF- 128 S196S600 S25,03368
Solution Consultant(per hour) DELIVERABLE
FIVE-Signed Checkpoint document.
Akahwzsdon to Proceed to Go-Lrve•'
TRUSTED PRODUCT-
tyoupTotsh $143,68263
16 TRAVEL OPENMARKET TRAVEL JTravel and Living Expenses,Billed as incurred 9000 $1 0000 S9,000 00
IM per the JTR All Travel receipts must be
submitted upon invoong"TRUSTED
PRODUCT-
Group 7alal: $9,000.00
LICENSE S242.227 50
SW MAINTENANCE Se0,540.00
SERVICES $143,892.63
TRAINING $924 00
TRAVEL $9.000 00
ANYTHING AS A SERVICE S5.546 06
Grand Total 5482,120 19
Subject to the Terms and Conditions of Contract Number D R-TSO-4315
Taxes Sales tax shall be added at the time of an invoice unless a copy of a valid tax exemption or resale cerG6cale is provided
All Purctlase Orders must include End User Name Phone Number Email Address,Purchase Order Number,Government Contract
Number or Our Quote Number,Bill-To and Ship To Address(Cannot ship to a PO Box),Period of Performance(if applicable),and a
Signature of a duly Authorized Representative.
Open Market items are subject to the attached Terms and Conditions
The identified line items are Trusted Products under the immixGroup Trusted Supplier Program
immixGroup Trusted Supplier Program Policies Commitments and GuaranteesiWarrentles can be obtained at
http./Avww imm'nxgroup com/uploodooFffes/Trusted-Supplier-Program Guarantee-and-Warranty pdf
All Pnoing information is confidential
inn nixTechnology,bra
Professional Services Agreement-Technology
Rev.W2017
City Secretary Contract No.
EXHIBIT G
Texas Department of Information Resources DIR-TSO-4315
DIR Contract No. DIR-TSO-4315
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
immixTechnology,Inc
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas,acting
by and through the Department of Information Resources(hereinafter"DIR")with its principal
place of business at 300 West 15'"Street,Suite 1300,Austin,Texas 78701,and immixTechnology,
Inc.(hereinafter"Vendor"),with its principal place of business at 8444 Westpark Drive Suite 200,
Mclean,Virginia 22102.
B.Compliance with Procurement Laws
This Contract is the result of compliance with applicable procureme nt laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts'Eloctronic State Business Daily,
Request for Offer(RFO)DER-TSGTMP-416,on 2/2 612 018,for Software Products,software as a
Service, and Enterprise Resource Planning Software Modules Products and Services. Upon
execution of this Contract,a notice of award for RFO DIR-TSO-TMP-416 shall be posted by DIR on
the Electronic State Business Daily
C. Order of Precedence
For purchase transactions under this Contract,the order of precedence shall be as follows:this
Contract; Appendix A, Standard Terms and Conditions For Froducts and Related Services
Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan;
Appendix C,Pricing Index;Appendix D,End User License Agreement;Appendix E,Kronos Terms
and Conditions,Appendix F,Software License Agreement;AppendixG,Service Level Agreement;
Appendix H,Technical Services Agreement; Exhibit 1,Vendors Response to RFO DIR-TSO-TMP-
416, including all addenda; and Exhibit 2, DIR TSO-TMP-416, including all addenda; are
incorporated by reference and constitute the entire agreement between DIR and Vendor
governing purchase transactions.In the even:of a conflict between the documents I sled in this
paragraph related to purchases,the controlling document shal be this Contract,then Appendix
A,then Appendix B,then Appendix C,then Apperdor D,then Appendix E,then Appendix F,then
Appendix G,then Appendix H,then Exhibit 1,and finally Exhibit 2. n the event and to the extent
any provisions contained in multiple documents address the sarne or substantially the same
subject matter but do not actually conflict,the more recent provi5 ions shall be deemed to have
superseded earlier provisions.
2. Term ufCunlract
the initial term of this Writract shalt be two(2)years cummencing on the last date of approval by
DIR and Vendor,w'th two(2)optional two(2)year renewal.Prior to expiration of each term,the
contract will renew automatically under the same terms and conditions urNess either party
provides notice to the other party 60 days in advance of the renewal date stating that the party
wishes to discuss modification of terms or not renew. Additionally, the parties by mutual
agreement may extend the term for up to ninety(90)additional calendar days.
Deportment of info arson Resources Page 1 of 5 lDln rev 03/2018)
onmixTechnotogy,Inc.
Professional Services Agreement-Technology
Rev 9/2017 Page 38 of42
City Secretary Contract No.
DIR Contract No. DIR-TS0-431S
Vendor Contract No.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to complete ERP solution for Audit Case
Management Software and specific modules as shown in Appendix C,Pricing Index. Vendor
may incorporate changes to their product offering;however,any changes must be within the
scope of products awarded based on the posting described in Section 1.8 above.Vendor may
not add a manufacturer's product line which was not included in the Vendor's response to
the solicitation described in Section 1.8 above.
B. Services
Services available under this Contract are limited to Technical and Related Services as
specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service
offering;however,any changes must be within the scope of services awarded based on the
posting described in Section 1.B above.
C. Emerging Technologies and Future Acquisitions
DIR recognizes that technology is ever-evolving and advancing. DIR reserves the right to
consider the addition of emerging technology such as next generation,enhancements and
upgrades for products and services that are within the scope the solicitation described in
Section 1.B above.Vendor may propose such products and services throughout the term of
the contract.Pricing and terms will be negotiated upon DIR acceptance.Any determination
will be at DIR's sole discretion and any decision will be final.In addition,Texas DIR and Vendor
may mutually agree to add future acquisitions of Vendor to the contract Subsequent terms
of the acquisition(s)and pricing will be mutually agreed upon in writing and amended under
the contract.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A,Section 8,Pricing,Purchase Orders,
Invoices and Payment,and as set forth in Appendix C,Pricing Index,and shall include the DIR
Administrative Fee.
S. DIR Administrative Fee
A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract three quarters percent.75%). Payment will be calculated for
all sales,net of returns and credits.For example,the administrative fee for sales totaling$100,000
shall be$750.00 dollars.
B)All prices quoted to Customers shall include the administrative fee.DIR reserves the right to
change this fee upwards or downwards during the term of this Contract,upon written notice to
Vendor without further requirement for a formal contract amendment. Any change in the
administrative fee shall be incorporated in the price to the Customer.
(L Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
Department of Information Resources Page 2 of S (DIR rev03/2018:
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev 912017 Page 39 of42
City Secretary Contracl No,
COR Contract No. D1R-TS"315
Vendor Contract No.
If sent to the State:
Kelly A Parker,CTPM,CTCM
Director,Cooperative Contracts
Department of Information Resources
3D0 W.15"St.,Suite 1300
Austin,Texas 78701
Phone: (512)475-1647
Facsimile:(S12)475-4759
Email: ke.ht.oarker ir.texas.reov
If sent to the Vendor:
Chauncey Kehoe
immixTechnology,Inc
8444 Westpark Drive,Suite 200
McLean,Virginia 22102
Phone:(703)639-1S65
Email:Chauncey Kehoe&irnmixGrcvP,cQm
7. Suftware Litrnse.Seri-ice:end:lgreements
A. Software License Agreement
1) Customers acquiring software licenses under the Contract shall hold,use and operate
such software subject to compliance with the Software License Agreement set forth in
Appendix D,Appendix E and Appendix F of this Contract.No changes to the Software License
Agreement terms and conditions may be made unless previously agreed to between Vendor
and DIR Customers may not add,delete or alter any of the language in Appendix D.Appendix
E and Appendix F;provided however,that a Customer and Vendor may agree to additional
terms and conditions that do not diminish a term or condition in the Software License
Agreement, or in any manner lessen the rights or protections of Customer or the
responsibilities or liabilities of Vendor Order Fulfiller shall make the Software License
Agreement terms and conditions available to all Customers at ail times.
2) Compliance with the Software License Agreement is the responsibility of the Customer,
DIR shall not be responsible for any Customers compliance with the Software License
Agreement,If DIR purchases software licenses for its own use under this Contract,it shall be
responsible for its compliance with the Software license Agreement terms and conditions.
B. Shrink/Click-wrap license Agreement
Regardless of any other provision or other license terms which may be issued by Vendor after
the effective date of this Contract,and irrespective of whether any such provisions have been
proposed prior to or after the issuance of a Purchase Order for products licensed under this
Contract,or the fact that such other agreement may be affixed to or accompany software
upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall
supersede and govern the license terms between Customers and Vendor. It is the
Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine
If the Customer accepts the license terms as amended by Ibis Contract If the Customer
does not agree with the license terms,Customer shall be responsible for negotiating with
Department Of ihformatran Resources Page 3 of 5 (DIR rev 0312019;
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.912017 Page 40 o1742
City Secretary Contract No.
DIR Contract No. DIR-T50-4325
Vendor Contract No.
the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement
language from the software publisher.
C. Service Agreement
Services provided under this Contract shall be in accordance with the Service Level Agreement
and Technical services Agreement asset forth in Appendix G and Appendix H of this Contract
No changes to these Agreements terms and conditions may be made unless previously agreed
to by Vendor and DIR.
D. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software License Agreements,
Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental
documents amend or diminish the rights of DIR Customers or the State,such conflicting or
additional terms shall not take precedence over the terms of this Contract.
In the event of a conflict,any linked documents may not take precedence over the printed or
referenced documents comprising this contract;provided further that any update to such
linked documents shall only apply to purchases or leases of the associated Vendor product or
service offering after the effective date of the update;and,provided further,that,if Vendor
has responded to a solicitation or request for pricing,no update of such linked documents on
or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor
directly informs Customer of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document,agreement to said linked document shall not be effective until
reviewed and approved in writing by Customer's authorized signatory.
Vendor shall not (without prior written agreement from Customer's authorized signatory,]
require any document that: 1)diminishes the rights,benefits,or protections of the Customer,
or that alters the definitions, measurements,or method for determining any authorized
rights,benefits,or protections of the Customer;or 2)imposes additional costs,burdens,or
obligations upon Customer,or that alters the definitions, measurements, or method for
determiningany authorized costs,burdens,or obligations upon Customer.
If Vendor attempts to do any of the foregoing,the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer,and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents,unless Customer elects instead to terminate the contract,which in such case may
be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts,including,but not limited to,contracts
between Customer and a reseller who attempts to pass through documents and obligations
from its Manufacturer of Publisher.
& Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and
Related Services Contracts.
No exceptions have been agreed to by DIR and Vendor.
Department of lnformadon Resources Page 4 of 5 (DlR rev o3/201R)
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.9/201] Page 41 of 42
City Secretary Contract No.
DIR Contract No, DIR-T504315
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
immixTechnology,Inc
Authorized By: Signature on File
Name: Jeffrey EIIinport
Title: Director,Legal Affairs
Date: 2/21/2019
The State of Texas,acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date 2812012
Office of General Counsel: Signature on File 2/28/2019
Department ofinformation Resources Page 5 of 5 (DIR rev03/2018)
immixTechnology,Inc.
Professional Services Agreement-Technology
Rev.W017 Page 42 of42