HomeMy WebLinkAboutContract 53802 CIFF'," E�RETARY
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ORDERFORM
This Order Form together with any Exhibits attached hereto which are hereby incorporated by reference (the "Order Form") is effective
as of 11 June 2020(the"Effective Date")by and between SumTotal Systems LLC ("SumTotal")and City Of Fort Worth ("Customer")and
issued in accordance with the terms and conditions and made a r)art of the Software Maintenance Agreement between SumTotal and
Customer dated 11 June 2007 (the"Agreement").
1. SUBSCRIPTION SERVICE CONFIGURATION
SUBSCRIPTION TERM: START DATE: 11 JUNE 2020 END DATE: 10 JUNE 2022
SOFTWARE MODULES EXISTING COMMITTED ADDITIONAL TOTAL LICENSE TYPE
NUMBER OF USERS COMMITTED NUMBER COMMITTED
OF USERS NUMBER OF
USERS
6927-PATHLORE MAINT- 2 0 2
RENEWAL MAINTENANCE
HOSTED ENVIRONMENT TYPE: On-Premise
2. SUBSCRIPTION FEES AND COMMITMENT. Customer's total commitment hereunder is set forth below and is calculated as follows
(the"Commitment Fee"). Applicable state and local taxes are not included in the totals below and will be calculated as of the date of the
invoice(s) issued hereunder:
YEAR/TERM ANNUAL SUBSCRIPTION FEES
Y1 $2,699.40
Y2 $2,834.40
TOTAL $5,533.80
All fees shall be invoiced annually in advance and are due and payable 100% net 30 days from the date of invoice.
3. ORDER FORM DEFINITIONS.Any term not otherwise defined herein shall have the meaning provided it in the Agreement.
License Term shall mean the period of time from the Start Date through the End Date.
RATIFICATION. The terms and conditions of the Agreement shall govern the use of the Software provided hereunder.
The authorized representatives of SumTotal and Customer have executed this Order Form signifying their agreement to its contents.
SUMTOTAL SYSTEMS LLC
4"44,
Signature Melissa Talty
Print Name Sr Manager Revenue
Title Mar 19,2020
Date
�A1ED
202p
pQR wo\�IN
FY21-00120122 Langton
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9
Pa e 1 of 2
sumtotal.
CUSTOMER INFORMATION EXHIBIT
BILL TO City Of Fort Worth SHIP TO Cnv Of Fort Worth
CONTACT Irene Jasoni CONTACT Irene Jasoni
PHONE 817 392-7767 PHONE 817 392-7767
E-MAIL irene.jasoni@fortworthtexas.gov E-MAIL irene.asoni fortworthtexas. ov
ADDRESS 908 Monroe St_6th Floor ADDRESS 908 Monroe St.6th Floor
CITY Fort Worth CITY Fort Worth
STATE TX STATE TX
COUNTRY US COUNTRY US
ZIP CODE 76102 ZIP CODE 76102
CITY OF FORT NORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I ani the person
responsible for the monitoring and administration of
this contract, including ensuring all peifonuance and
By: reporting requu*, 1ieuts.
m Nae: Jesus J.Cliapa By: '
Title: Assistant City Mana r Name:Neena tovuiu
Title: Assistant Director of Human Resources
APPROVA CO ED: APPROVED AS TO FORM AND LEGALITY:
By:
Narue: riar rckerso
Title:Uhrector of Hu Resources By:
Nam . lur B Strong
ATTEST: ,,. Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A 0rGJ. lVv. 2 �6/^Dy-2a2
By: L
Name: MaryKa§441 1 ? ? � -;; Date Approved:
Title: City Secretary ; 6� a Form 1295 Certification No.:
x��.
FY21-00120122Langton Page 2 of 2 OFFI OAL R"ECON"
CITY SECRETARY
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requesting to make a purchase over $50 000 without following
public bidding requirements.
Instructions: Fill out the entire form with detailed information. Once you have completed this
form,provide it to the Purchasing attorney for review. The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible. If you are printing this form to provide to Legal,please do not
provide the Primer portion. Failure to provide sufficient information may result in follow up
questions and cause a delay in the attorney's determination.
Section l: General Information
Requesting Department: 4jimqn
Name of Contract Manager: N tfAI p, k o V VYu
Department's Attorney:_ Rnt r- �6 n 5 yn
Item or Service sought: I(�'�a,; - -r,���►e �. ��('ti� - w a I��
Vendor: CjLIM C 6,1 1�P—CA�1C1r\)
Current Agreement for item/service: Yes ✓ No
CSC#:
How will this item or service be used:
k
i
Section 2: Exemption Justification
Please indicate which exemption you believe applies to the purchase and provide information to
support its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procurement maSle because of a public calamity that requires the immediate appropriation
of money to relieve-the necessity of the municipality's residents or to preserve the property of the
municipality;
Page 1 of 4
a procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
a procurement necessary because of unforeseen damage to public machinery, equipment, or
other property;
a procurement for personal, professional, or planning services;
a procurement for work that is performed and paid for by the day as the work progresses;
a purchase of land or a right-of-way;
a procurement of items that are available from only one source, including:
a purchase of rare books,papers, and other library materials for a public library;
paving drainage, street widening, and other public improvements, or related matters, if at
least one-third of the cost is to be paid by or through special assessments levied on property that
will benefit from the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality,for which there is a deficiency of funds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the constiuction of a public
improvement as provided by Subchapter C, Chapter 212;
_personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business & Commerce Code;
(C) by a political subdivision of this state, a state agency of this state, or an entity of the
federal government; or
(D) under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods purchased by a municipality for subsequent retail sale by the municipality;
electricity; or
advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.
Sm�ji 4,-h `
ry C,
50
Page 2 of 4
Section 3: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? _\' "_Yes or No
Was there anything not included on this form or attached hereto that was relied on in making this
determination? Yes or No
If yes,please explain:
Page 3 of 4
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemption that apply to municipal purchases.
If you have questions about the information provided or need additional information,please
contact your department's assigned attorney.
1. A procurement made because of a public calamity that requires the immediate
appropriation of money to relieve the necessity of the municipality's residents or to preserve the
property of the municipality. This is generally used in cases of public emergency.
2. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents. This is a factual determination that will be used when the purchase directly
impacts public health and safety. Please note,this is generally a very narrow exception.
3. A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property. Damage or immediately foreseeable damage that is caused by an unexpected
event. This will generally be used when a natural disaster or unforeseen failure occurs that impacts
other property.
4. A procurement for personal,professional, or planning services;
Professional services are not defined under Chapter 252, so there is no precise definition to
follow. However, the Texas Attorney General has suggested that a professional service
comprehends labor and skill that is `predominately mental or intellectual,rather than physical or
manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water
Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General
has also opined that"professional services"no longer includes only the services of lawyers,
physicians, or theologians,but also those members of disciplines requiring special knowledge or
attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized requirements of
that profession and the mental and intellectual skill required by the person while performing the
service. Purchases of goods are not professional services.
5. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining whether a
purchase is of a good or service that is available from one source, you should not consider price
or time to receive the good or service. The information needed to support this exemption, is that
no other provider can provide the service or category of good except for the vendor you are
proposing. Some examples of sole source purchases include service agreements when only one
vendor is authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty;purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
Page 4 of 4
umtota
13 March 2020 A Skilb6ft.Company
Irene 7asoni
908 Monroe St.61 Floor
Fort Worth,TX 76102
Subject:Sole Source Verification
Dear Irene:
I am writing you to confirm that SumTotal Systems, LLC will continue to be the sole vendor of the Pathlore product
solutions which you have recently chosen to renew with us.
Whereas Pathlore Software Corporation,a Delaware corporation,located at 7965 North High Street, Suite 300 Columbus
Ohio 43235("Pathlore")signed an Agreement and Plan of Merger,as amended and restated on September 19,2005 with
SumTotal Systems, LLC, A Delaware corporation, located at 300 Innovative Way, Suite 201, Nashua, NH 03062
("SumTotal").Pursuant to such Merger Agreement,on October 4,2005, a wholly owned subsidiary of SumTotal merged
with and into Pathlore,and,as part of the same overall transaction,Pathlore then merged with and into SumTotal,resulting
in the cessation of the separate corporate existence of Pathlore.
This letter confirms that SumTotal,as corporate successor to Pathlore is the sole developer,sales,and marketing entity for
the Pathlore LMS Product Suite. Furthermore, SumTotal is the only company/organization to provide the continued
maintenance and support services for the Pathlore LMS Product Suite.
Pathlore LMS Registrat
Pathlore LMS Classroom
Pathlore LMS Enterprise
Pathlore Phone Self Service
Pathlore SMS(Skill Management System)Option
Pathlore SDK XLMS Option
Pathlore LMS Suite Maintenance(Customer Care Plan)
Thank you for your continued interest in the Pathlore LMS System.Thank You
Sincerely,
SUMTOTAL SYSTEMS LLC
��� L�
Melissa ratty(Mar 13,20201
MA49 T y
SriinagerRevenue
MEat1-3,2020
SumTotal_Renewal_City of Fort Worth 3-18-20
Final Audit Report 2020-03-19
Created: 2020-03-19
By: Chelsea McCoy(Chelsea.McCoy@skillsoft.com)
Status: Signed
Transaction ID: CBJCHBCAABAAZ4MxtQcuLY01bdmLtKrkMerGMxmRusyK
"SurnTotal_Renewal_City of Fort Worth 3-18-20" History
Document created by Chelsea McCoy (Chelsea.McCoy@skillsoft.com)
2020-03-19-7:37:29 PM GMT-IP address:75.67.243.223
4 Document emailed to Melissa Talty (melissa.talty@skillsoft.com)for signature
2020-03-19-7:39:27 PM GMT
Email viewed by Melissa Talty(melissa.talty@skillsoft.com)
2020-03-19-7:39:45 PM GMT-IP address:76.118.250.29
be, Document e-signed by Melissa Talty (melissa.talty@skillsoft.com)
Signature Date:2020-03-19-7:57:51 PM GMT-Time Source:server-IP address:76.118.250.29
® Signed document emailed to Chelsea McCoy(Chelsea.McCoy@skil[soft.com),
oren.friedman@sumtotalsystems.com and Melissa Talty (melissa.talty@skillsoft.com)
2020-03-19-7:57:51 PM GMT
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