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HomeMy WebLinkAboutContract 43646CITY SECRETARY CONTRACT NO. V PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and FrontRange Solutions USA Inc., (the "Consultant" or "Contractor"), a Colorado corporation and acting by and through Franklin P. Huang, its duly authorized VP and General Counsel, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Network Access Agreement 4. Exhibit C — Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of rebuilding FrontRange Information Technology Service Management software. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2 TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall expire on May 30, 2013 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant the amounts set forth on each respective Statement of Work and as set forth in Exhibit A. and the attached Quotation and Order Confirmation. Payment under this Agreement shall be for an amount of $161,950.00 ("Contract Amount"), inclusive of all costs, licensing fees, training and services as set forth in Exhibit A. In the event estimated services exceed the Contract Amount as set forth in Exhibit A, the parties may execute a change order to administratively increase the Contract Amount. Any amount paid by the City in excess of $161.950.00 shall be added and included in the total of the Contract Amount. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. Professional Services Agreement FrontRange Solutions USA Inc. 09-26-'1Z roil : 14 IN 1 ©MI SELL -1iEARV WOR EI9 ---Rsvisc d December 2011 TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement, with regard to services, at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal penod for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow u nauthorized users to access, modify delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. Consultant shall clearly mark any information given to the City that Consultant deems "confidential" or "proprietary.' The following shall not be considered confidential or proprietary information subject to this Section 5. (i) the terms of this Agreement (ii) information that (a) is publicly known prior to disclosure; (b) is disclosed by a third party without the existence of any confidentiality or fiduciary o bligation with respect to such information; or (d) is disclosed as required by law. If City is required to disclose any portion of Consultant's confidential information, including, without limitation, pursuant to the terms of a subpoena or other similar document, City shall give Consultant as much prior written notice as is reasonably practicable, prior to such disclosure to permit Consultant to seek a protective or similar o rder. City shall secure and protect Consultant proprietary information in the same manner and to the same degree it protects its own proprietary information, using no Tess than a reasonable standard of care recognized within the state of Texas; however, Consultant understands and acknowledges that City is a public entity under the laws of the State of Texas, and as such, all documents held by the City are subject to disclosure under Chapter 552 of the Texas Government Code. If City is required to disclose any documents that may reveal any Consultant proprietary information to third parties under the Texas Government Code or by any other legal process, law rule or judicial order by a court of competent jurisdiction, City will give Consultant as much prior written notice as is reasonably practicable, prior to such disclosure to permit Consultant to seek a protective or similar order. Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers agents, employees, servants contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co - employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. Consultant retains all right, title and interest, including copyright and patent rights, in and to any know-how, ideas, inventions concepts, drawings, models, designs formulas, methods, information, works of authorship, computer software, documents and tangible items created by Consultant in connection with its provision of services to City (the 'Developments"). Subject to City s payment in full for the Services, Consultant grants to City a limited, non-exclusive, non -transferable license to use the Developments for its internal business purpose on terms similar to the EULA governing the City's use of the Consultant's software separately licensed by City. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. INFRINGEMENT INDEMNITY- FrontRange will, at its expense, defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim against You that the Licensed Software as used subject to the terms and conditions of the EULA, attached hereto as Exhibit E, infringes any copyright, trademark trade secret or U.S. patent owned or controlled by the third party (` Infringement Claims'). You agree that FrontRange shall be released of the foregoing obligation unless (i) FrontRange is notified promptly in writing by You of any such claim; (ii) FrontRange has sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and (iii) You will cooperate with FrontRange, at FrontRange's expense in a reasonable way to facilitate the settlement or defense of such claim. Notwithstanding the foregoing, FrontRange will have no liability hereunder to the extent the Infringement Claim arises out of (A) Your modifications not authorized by FrontRange, (B) the combination or use of the Licensed Software with products not provided or recommended by FrontRange if the infringement would have been avoided but for such combination or use, (C) use of the Licensed Software after written notice of the claimed infringement has been received by You, or (D) Your failure to use an Update if the infringement would have been avoided by the use of the Update. Should the Licensed Software become, or in FrontRange's opinion likely to become, subject to an Infringement Claim, then FrontRange will either (a) procure for Customer the right to continue using the Licensed Software, or (b) replace or modify the Licensed Software so that it becomes non -infringing and performs in a substantially similar manner to the original product, or (c) upon failure of (a) or (b), despite the reasonable efforts of FrontRange, terminate the EULA and return the license fee You paid for the Licensed Software. THIS SECTION SETS FORTH YOUR EXCLUSIVE REMEDY AND FRONTRANGE'S SOLE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS D. LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES TO TANGIBLE PROPERTY OR P ERSONAL INJURY CAUSED BY CONSULTANT, ALL LIABILITY OF CONSULTANT SHALL BE LIMITED TO THE CONTRACT AMOUNT. NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING N EGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE P OSSIBILITY THEREOF. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City, excepting that Consultant may assign its rights and obligations hereunder, without requiring prior consent of the City, in connection with a merger, acquisition or sale of all or substantially all of its assets. Consultant shall provide the City with advance written notice of any such merger or acquisition 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 $100,000 $500,000 Each accident/occurrence Disease - per each employee Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (ill) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O Either is acceptable if coverage meets all other requirements Coverage shall be maintained for the duration of the contractual agreement. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability policy shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. (c) Consultant shall provide the City with a minimum of thirty (30) days notice of cancellation or reduction in limits of coverage. Ten (10) days notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal state and local laws, ordinances rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. FrontRange Solutions USA Inc. Attn: General Counsel 5675 Gibraltar Dr. Pleasanton CA 94588 Facsimile: (719) 799-1042 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 Professional Services Agreement FrontRange Solutions USA Inc. Revised December 2011 independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Texas.. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control including but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. any provision of this Agreement. Any changes, alterations, or modifications to this Agreement may only be effected through a mutually -signed writing executed by the Parties. THE TERMS AND CONDITIONS OF ANY CITY PURCHASE ORDER ARE ONLY BINDING ON CONSULTANT IF THEY ARE AGREED TO IN A SIGNED WRITING BY CONSULTANT AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER FORM ITSELF. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality, will conform with the items outlined in the SOW and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the breach occurs. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services EXCEPT AS EXPRESSLY STATED IN THE PRIOR SENTENCE, FRONTRANGE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, THEIR QUALITY, PERFORMANCE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE Any time or materials incurred by Consultant to re -perform the services shall be at Consultant's sole expense. 26. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section 'Consultant Personnel') requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit D" and incorporated herein for all purposes. 27. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 28. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4 2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the 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 Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. 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. 29. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. Date: IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this °5.eteio ACCEPTED AND AGREED: CITY OF FORT WORTI=I: By: Susan Janis Assist nt City Manager e}-5- )) -75 • ATTEST: By: f 3, City Secretary FRONTRANGE SOLUTIONS USA INC: By: Name: Title: ,�-Q' VOA?% Date: •.�.�►ogooao0 P', o ° %op %,_ ghe TEST: o � o ° O � � � 0 n tie 0000 •ce b tXAS a(vieCl APPROVED AS TO FORM AND ! EOAtLITY: By. ' Maleshia B. Farmer Assistant City Attorney CONTRACT AUTHORIZATION: aux: e Date Approved: 11 aLij I O- Professional Services Agreement FrontRange Solutions USA Inc. 449gatity thdoi_Ac•- ire-%-eJ La.wu4 ccel- l7 tort Y day of t.A nirir Revised December 2011 10 EXHIBIT A STATEMENT OF WORK Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. 11 FrontRange> 1 S O L U T I O M.iS City of Fort Worth Statement of Work This Statement of Work ("SOW") is made as of ("SOW Effective Date") by and between FrontRange Solutions USA Inc. ("FrontRange" or "FRS") and City of Fort Worth ("Customer"). 1. General Information 1 FrontRange Client Executive Customer Project Manager Customer Accounts Payable Contact Sites at which Services are to be performed Customer P.O. # Name: Address: Phone: Fax: E-mail: Name: RDA: Address: Phone: Kim Fenoglia 1150 Kelly Johnson Blvd. Suite 100 Colorado Springs, CO 80920 USA Office: 719.532.7320 Mobile: 720.234.5400 719.799.1153 Kim.Fenoglia@FrontRange.com Vickie Thomas 503219 1000 Throckmorton Fort Worth TX 76102 Office: 817.392.8459 Mobile: Fax: � E-mail: Name: Beatrice De Hoyos Phone: 817 392-6640 E-mail: ✓ FRS Solution Center Address: i 1 ✓ Customer Location 2. Services to be Provided: FrontRange shall provide Customer with the following Services and/or Deliverables to implement the Software ("Project"), subject to Customer's responsibilities and obligations described in parts 3 and 5 below: The IT Services Enterprise system rebuild will be limited to the items listed and any expressions, quick actions, or business rules that are not explicitly stated in the scope of work will not be migrated. Reference: Copy of 032712 Requirements to_SOW 1 FrontRange Solutions Proprietary and Confidential, 2012 Page 1 FrontRange> SOLUTIO Estimated time frames and cost: Task Name Incident Object Incident Accessory Objects Incident Interfaces Incident Approvals Incident Notifications Incident Workflow Incident Self Service Incident Security Incident Data Migration Problem Object Problem Notifications Problem Escalations Issue Object Issue Accessory Objects Issue Interfaces Issue Notifications Issue Workflow Issue Self Service Issue Security Issue Data Migration Training Go Live Update Meetings Project Management Estimated Total Duration 75 4 16 24 10 44 40 8 16 3 4 20 112 36 80 12 68 40 24 16 40 16 20 92 820 City of Fort Worth Statement of Work Total Estimate 14,813 790 3,160 4,740 1,975 8,690 7,900 1,580 $ 3,160 593 $ 790 3,950 22,120 7,110 ewe $ 15,800 $ 2,370 $ 13,430 $ 7,900 $ 4,740 $ 3,160 $ 7,900 $ 3,160 $ 3,950 $ 18,170 $ 161,950 FrontRange Solutions Proprietary and Confidential, 2012 Page 2 FrontRange ) SOLUTIO • Task Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object Incident Object 3. Implementation Methodology and Associated Activities: City of Fort Worth Statement of Work 3.1 Implementation Methodology: FrontRange shall utilize its Accelerated Methodology as a process guideline for the provision of Services and Deliverables. The Project will be comprised of one or more of the following phases ("Phases"): Scope Phase, Design Phase, Configuration/Development Phase, Test Phase, Go -Live Phase. In the below table FRS Primary indicates that the FRS contractor will be the resource responsible for the task. City of Fort Worth Secondary indicates the resource assisting in the task. Requirement Application is required to have all fields searchable via search engine (Problem: simple search creates major lock -up -- Code Compliance). Application is required to have multiple calendar settings for running business processes with multiple pre -defined hours of operation within a 24 hour period, 7 • days a week, 365 days a year. Application is required to have, as a minimum, fields indicated on ITSM Rebuild Screen Descriptions document. Application must be able to re -open an existing ticket for re -work and flag it as a re -work (applies only to IT Administrator and CSC group). Application must default to Priority 3 for the Types Failure and Maintenance. Application must default to Priority 4 for the Types Request, Inquiry, and Estimate. Application must have ability to designate an employee a VIP. Application must have ability to join or link two tickets without having to delete one of them (For example: in the situation where a re -work ticket is opened as a new ticket erroneously). Application must have an incident priority field with numeric selections of 0 thru 5. Application must include a tab for Audit Logs. Application must provide a means for the requesting department to provide the FAC to which a request will be charged so that it can be passed through to IT Finance. Application must provide some method for users to access emails, pictures, videos, and files of an incident/issue (i.e., attachments). Application must send notification to customer when a ticket is closed for all incidents and/or various issues. Requirement Details Estimate Notes Responsibility turn off simple search for specific groups. FRS Primary, City of Fort Worth Secondary 24x7, M-F 7:30-5:30, Approval Hours, Call Center, Weekly HOP Screenshots from Israel Button on Assignment tab, currently. Quick action changes status and marks it and creates a new assignment. Flag is on assignment. Based on active assignment for team. Does not assign to person. Checkmark field on Employee Profile. Highlight user name on Incident. Orange background related incidents tab Validation Application functionality. free form field; available during the entire process. Application functionality. Add tab. NOT CCD; excluding "DO NOT CALL" flag. Screenshots from Cole. FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FrontRange Solutions Proprietary and Confidential, 2012 Page 3 FrontRange> SOLUTIONS • Incident Object Incident Object Incident Object Incident Object Incident Accessory Objects Incident Interfaces Incident Approvals Incident Approvals Incident Approvals Incident Notifications Incident Notifications Incident Notifications Incident Notifications Incident Workflow Incident Workflow Incident Workflow Application must send notification to customer when a ticket is opened for all incidents and/or various issues. Application must set priorities at ticket level only, not at task level. Categorization of Type -Category -Item (constrained list); same as current Screen Description: Application must have ability to acknowledge First Call Resolution (FCR) for incidents. Application must have ability to selectively and manually turn survey on and off -specific users and instances. Application must be set up to perform an LDAP pull from active directory so that it populates and updates employee information in the ITSM database. Application is required to have the ability to send auto -generated email notifications to approver for requests requiring approval, notifying them of approval request. Application must have ability to designate an employe an authorization approver. Application must have ability to designate an employee a financial approver Application must notify supervisor of assignee's group on unassigned assignments. Application must provide ability to send notification using email and text messaging. Application required to send an auto - generated email to the pre -defined help desk email address when high level incident (Priority 0 or 1) is closed. Application required to to send an auto - generated email of assignment notifications to assignees. Application must auto -close incident when all assignments are completed based on a pre -defined criteria. Application must auto -generate an email notification to the approver and the requester if the ticket is not acknowledged by the approver after 5 business days. Application must be able to track multiple escalations attached to the same business object (i.e., timers or clocks). NOT CCD; excluding "DO NOT CALL" flag. Screenshots from Cole. remove from Task manual checkbox; closes Incident and creates no assignments. Checkmark field on Employee Profile. No notifications or surveys. Currently, if person has same first and last name it creates two accounts but only writes to one of them. ci.fort- worth.tx.us\USERNAME and CFW\USERNAME are both being created at times. Checkmark. A person can be both or either or neither. Approvers are constrained by department. Any Request. Checkmark. A person can be both or either or neither. Approvers are constrained by department. Any Request. Only certain requests. Currently a table. Simultaneous. If both are the same person the person should only have to approve once. Based on time elapsed, send email. Lookup in BPML. How many notifications? Email text from Cole. when all assignments are closed script Approval Escalation Need escalation list City of Fort Worth Statement of Work Maximum of 8 notifications Maximum of 8 escalation exceptions FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FrontRange Solutions Proprietary and Confidential, 2012 Page 4 City of Fort Worth Statement of Work • Incident Workflow Incident Workflow Incident Workflow Incident Workflow Incident Workflow Incident Self Service Incident Security Incident Data Migration Problem Object Problem Object Problem Notifications Problem Notifications Problem Escalations Problem Escalations Problem Escalations Application must close the incident and auto -generate an email notification to the approver and the requester if the ticket is not acknowledged by the approver after 10 business days notifying them that the ticket has been closed. Application must enable auto -generated email survey to be issued every 1:20 incidents. Application must have ability to allow user to turn off escalations. Application must require users to add written explanation for turning off escalation. Application should auto close incident and no assignment should be generated if FCR is indicated. Application must provide an online self- service accessible to the valid users to enter ITSM incidents. Application must have four security groups defined for IT Solutions purposes. 1) IT Administrator 2) Customer Support Center 3) IT Solutions Personnel 4) Self -Service Data migration Application must have ability to use journal entry to document problem solution when problem is closed, and have journal entry included in problem history. Application must have an incident be able to remain connected to a problem even if the incident is closed. Application must provide a mechanism for linking multiple issue tickets together in a parent -child relationship. Application must be able to auto -send notification to individual incidents assigned tech with problem # in scripted or canned email. Application required to notify the Help Desk Email Group when problem is resolved and ticket closed. Application must allow for multiple start/stops of the total problem time clock and accurately keep track of the total time the problem was in a non -wait state status. Application must give Help Desk Supervisor ability to toggle on/off escalation process when a long term problem exists. (P2 ESCALATIONS - ALL TICKETS) Application must not continue to have multiple escalation paths, once incident tickets are combined into a problem ticket. System required to have only one Closed status, no other changes. survey counter Field on Incident called "do no escalate", checkbox. Creates journal entry from prompt. field list CSC can change status of ticket directly. Incident Tracking tab is visible as well. Self Service has limited access to certain fields. CSC and SS are perspectives. Activity History Incident Adhoc relationship to Incident (Related Issues) Assignees for each Incident that is linked to a problem. BR clock reporting for Problem checkbox; CSC group only mirror Incident escalations. What date to use. Cole is investigating. FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FrontRange Solutions Proprietary and Confidential, 2012 Page 5 FrontRanae>S O L U T I O P1 C. • Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object Issue Object escalation path per problem. (ESCALATIONS) Application is required to have multiple calendar settings for running business processes with multiple pre -defined hours of operation within a 24 hour period, 7 days a week, 365 days a year. Application must display closed date/time. Application must display created date/time. Application must display last user making modifications to the issue. Application must display which user closed the issue. Application must display which user created the issue. Application must generate a unique ticket number for each issue created. Application must have ability for users to add multiple Special Information Notes based on Citizen ID. Application must have ability for users to quickly connect to external web URL. Application must have ability for users to verify Carts assigned to location based on Citizen Location ID. Application must have ability for users to verify Citizen information from Citizen tab. Application must have ability to link Citizen to additional tables such as Carts and Cart Exceptions. Application must have ability to link related issues together based on defined criteria. Application must have ability to populate fields from connecting to any external database (i.e., GIS, etc). Application must have the ability to display visual alerts for users based on defined criteria (see expression list and definitions/screen layouts/descriptions). Application must have the ability to join or link two tickets based on defined criteria such as duplication of issue. Application must include a tab for Audit Logs. Application must include a tab for Location History based on Block Segment and Street Name. Application must provide a mechanism for linking multiple issue tickets together in a parent -child relationship. 24x7, M-F 7:30-5:30, Approval Hours, Call Center, Weekly HOP Audit Detail Audit Detail Audit Detail Audit Detail Audit Detail Custom counter Separate table linked to Citizen. Mulitple standard child objects TAD Info; quick action list 2 standard Child objects linked on location ID route history, location history, street location history Street location database (cross street lookup) Document from Venita Currently, if open non -compliant bulk is opened for a citizen and there exists an open non -compliant for that citizen then close and link. Application functionality. child tab on layout (called location tab in current system) Incident Adhoc relationship to Incident (Related Issues) City of Fort Worth Statement of Work FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FrontRange Solutions Proprietary and Confidential, 2012 Page 6 • Issue Object Issue Object Issue Object Issue Object Issue Accessory Objects Issue Accessory Objects Issue Accessory Objects Issue Accessory Objects Issue Accessory Objects Issue Accessory Objects Issue Accessory Objects Issue Accessory Obj ects Issue Accessory Objects Issue Interfaces Issue Interfaces Issue Notifications Application must provide some method for users to access emails, pictures, videos, and files of an incident/issue (i.e., attachments). Application must send notification to customer when a ticket is closed for all incidents and/or various issues. Application must send notification to customer when a ticket is opened for all incidents and/or various issues. Categorization should be modified to support 311 structure Application must be able to track billing charges including State Sales Tax for Property Owners. Application must have ability for users to access Knowledge table for quick reference. Application must have ability to dispatch issue based on defined user group or contractor. Application must have ability to log addresses based on one defined address number as well as block segments. Application must have ability to use journal entry to document problem solutions and steps taken from creation to close of issue. Application must have the ability to list individuals that will have a DO NOT CALL indication for survey in their profile. Application must include a tab for Location History based on unique citizen location ID. Application must provide ability for user narratives to be used for customer service questions, answers, inquires. Application must provide ability to track Material Inventory such as Employee Rates, Material Costs, and Vehicle Costs for various user groups. Application must be able to interface (send and receive data) with other existing CFW systems (i.e., @Roads, XORA, CodeOps, Skymail) Application must provide ability to create issues based on email notification. Application must have ability for users to send notification emails automatically. Application functionality. Add tab. NOT CCD; excluding "DO NOT CALL" flag. Screenshots from Cole. NOT CCD; excluding "DO NOT CALL" flag. Screenshots from Cole. Issue Detail table Object Matching Contractor Dispatch tab; constrained by contractor Customer Type field; streets location object Journal Object; specifically Ocella for TPW asset management integration will be after the project. Must redesign database integration for Citizen. Related object tab on layout Hierarchical script or static script questions Standard child object relationships. Might not be needed in Enterprise. CodeOps is currently Form Post listener. Will need to be web services. XORA is no longer a concern. @Roads and Skymail. Skymail involves outlook writing an XML attachment to a directory. Will need VBA code. @Roads comes into a local database and ITS processes this via SSIS to XML files. @Roads needs to filter searches to locations with citizens? Email listener. For the future. City of Fort Worth Statement of Work FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary gimmEr FrontRange Solutions Proprietary and Confidential, 2012 Page 7 I FrontRange> SOLUTIONS • City of Fort Worth Statement of Work Issue Notifications Issue Workflow Issue Workflow Issue Workflow Issue Workflow Issue Self Service Issue Security Issue Data Migration Training Training Go Live Application must provide ability to send notification using email and text messaging. Application must be able to auto -close issue based on defined criteria. Application must be able to close an issue based on the creation of another defined type of issue. Application must be able to track multiple escalations attached to the same business object (i.e., timers or clocks). Application must have the ability to run defined business processes based on series of dropdowns selected by users (see screen descriptions). Application must provide an online self- service accessible to all valid users to enter ITSM issues. Application must have twelve security groups defined for Code Compliance purposes. 1) Administrator 2) Code Compliance 3) Dead Animal Crew 4) Drop-off Stations 5) Knight Waste Services 6) SWM Call Center Admin 7) SWM Contract Compliance 8) SWM CSR 9) Toter 10) Trans\Public Works 11) Waste Management 12) Water Dept CSR Data migration Vendor must provide administrator training and documentation to enhance system understanding and administration from an administrator perspective. Vendor must provide user documentation to enhance system understanding and use from a user perspective. Go Live How many notifications? Business Rule Contractor tag with resolution completed then close original issue. Need escalation list Bulk Process? In addition to and separate from Incidents. Will be implemented later. Most perspective based. Some are record - level visibility. Needs a separate meeting Maximum of 8 notifications Maximum of 8 escalation exceptions FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary FRS Primary, City of Fort Worth Secondary City of Fort Worth Primary, FRS Secondary FrontRange Solutions Proprietary and Confidential, 2012 Page 8 I FrontRange > City of Fort Worth Statement of Work 4. Consulting Resources: The Actual Start Date will be coordinated with the Customer. Task Name Incident Object Incident Accessory Objects Incident Interfaces Incident Approvals Incident Notifications Incident Workflow Incident Self Service Incident Security Incident Data Migration Problem Object Problem Notifications Problem Escalations Issue Object Issue Accessory Objects Issue Interfaces Issue Notifications Issue Workflow Primary Location Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Week Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary 1-3 3 3-4 4 4-5 5-6 6-7 7-8 8 8 8 8-9 9-13 13-14 14-16 16-17 17-19 FrontRange Solutions Proprietary and Confidential, 2012 Page 9 OW FrontRange> SOLUTIO J 5 • Issue Self Service Issue Security Issue Data Migration Training Go Live Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Remote Secondary Customer Site Primary Customer Site Primary City of Fort Worth Statement of Work 19-20 20-22 22 22-24 24 5. Change Order: The Change Order process described in this section will apply to any additions, deletions or modifications to the Services and/or Deliverables as listed in this SOW. This process will apply to new components as well as modifications of existing components of the SOW. Before any desired changes may be made to any particular Service or Deliverable a Change Request form in the format attached as Appendix A must be completed. The Customer will submit a written Change Request to the FrontRange Client Executive. Proper completion of this form will describe the change, the reason for the change, and the effect it may have on the Project as a whole - including cost. Both FrontRange Solutions and the Customer must sign the Change Request Form to authorize any change to the SOW. i FrontRange Solutions Proprietary and Confidential, 2012 Page 10 FrontRange> SOLUTIONS • City of Fort Worth Statement of Work 6. Additional Terms: 6.1 Current EULA and End User Maintenance and Support Agreement: Throughout the provision of Services, Customer will maintain a valid license for the Software, and will remain a current subscriber to Maintenance and Support Services for the Software. The term "Maintenance and Support Services" shall have the same meaning as in the End User Maintenance and Support Agreement. 6.2 Access to Administrator: It is imperative that a System Administrator be identified and that this individual be available to the FrontRange Consultant(s) at all times during the onsite. 6.3 Facilities: The FrontRange Consultant(s) will be provided with reasonable access to a conference room, white board, phone, and Internet access while they are on -site performing services within the scope of this project. 6.4 Title; Improvements. FrontRange retains all right, title and interest, including copyright and patent rights, in and to any know-how, ideas, inventions, concepts, drawings, models, designs, formulas, methods, information, works of authorship, computer software, documents and tangible items created for Customer by FrontRange in connection with FrontRange's provision of services to Customer (the "Developments"). Subject to Customer's payment in full for the Services, FrontRange grants Customer a limited, non-exclusive, non -transferable license to use the Developments for Customer's internal business purpose on terms similar to the license agreement governing Customer's use of the FrontRange software separately licensed by Customer. 6.5 Warranty. As set forth in section 25 of the associated Professional Services Agreement. 6.6 Limitation of Liability. As set forth in section 8 of the associated Professional Services Agreement. No action, regardless of form, relating to or arising out of any services may be brought by either party more than two (2) years after the date of completion of such services. 6.7 Cancellation of Services. Deleted. FrontRange Solutions Proprietary and Confidential, 2012 Page 11 FrontRange> SOLUTIO J S • city of Fort Worth Statement of Work 7. Fees: The following estimated costs are for all FRS Services delivered in accordance with this SOW. Economic Summary Phase Phase Duration Total Hours Total Estimate ITSM Consultant Project Manager Travel and Expenses (estimated)(local resource) Estimated Total 24 weeks 24 weeks 728 92 $143,780 I $18,170 None anticipated $161,950 The Solution Manager is the FrontRange Project Manager in place to manage the consulting resources and any issues where involvement of support or development from the FrontRange side may be needed. This is 4 hours a week with a one hour per day status meeting. The work week will be Monday — Thursday. All Fees and Expenses are estimated. Customer will be billed per milestones above for actual time and materials, including expenses. Customer is a tax exempt entity and is not liable for taxes under this Agreementta. All payments for fees, taxes and expenses must be made within thirty (30) days of invoice. In the event invoices are not timely paid, FrontRange may suspend and/or terminate services, in addition to such other remedies it may have at law or in equity. FrontRange Solutions Proprietary and Confidential, 2012 Page 12 FrontRange ) SOLUTIONS • City of Fort Worth Statement of Work 8. Expiration of Offer: The offer set forth in this SOW is valid only through September 30, 2012 and in the event this SOW is not executed by such date, the offer is rescinded, and all terms are null and void, and neither party shall have any obligation in relation hereto. IN WITNESS WHEREOF, the parties below have accepted, agreed, executed and signed, via original signature or facsimile, by the duly authorized persons for each party. This Agreement may be executed in counterparts. FRONTRANGE SOLUTIONS USA INC. By: Name: Title: Date: Address: By: Kianalacglapagnoglia 4D)ti4k) 44)6 LAdle Name: Director ohs-ieterfratrvice C'kt Title: Telephone: Facsimile: Email: Web Site: cop; t1torte 5675 Gibraltar Drive Pleasanton, CA. 94568 800.776.7889 719.799.1153 leaal@frontransze.com WWW.frontrange.com Date: Address: Telephone: Facsimile: Email: Web Site: City of Fort Worth eittodi tgfiA4.1,0 Susan Eats Assistant City IYtipsr Ses- iftc Thrbcirrvost. Sa� FR-inoeThTti,LoftY3 . efla:•r._ APPROVED AS TO FORM AND LEGALITY: A sL istant City Att _La I e" ;twrg FOIrz cM000000)*** 1 FrontRange Solutions Proprietary and Confidential, 2012 Page 13 INV a i FrontRange > SOLUTIONS City of Fort Worth Statement of Work Appendix A Change Request Form Change Request No.: Requester Name: Requester Company Name: Date Requested: Response Requested By: Customer P.O. Number: Change Requested: Estimated Schedule Impact: Estimated Cost Impact: Change Request Approved: FRONTRANGE SOLUTIONS USA INC. City of Fort Worth By: By: Name: Name: Title: Title: Date: Date: • FrontRange Solutions Proprietary and Confidential, 2012 Page 14 EXHIBIT B NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network") Contractor wishes to access the City's network in order to provide implementation services of the FrontRange Information Technology Service Management software. In order to provide the necessary support, Contractor needs access to [the City's ITSM server, Internet, and Intranet.]. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing implementation services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City s Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. S ervices are being provided in accordance with City Secretary Contract No. Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. N o services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may n ot share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, e mployees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5 1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. 12 this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) (f) (g) (h) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the Toss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City's Network (c) Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement All network activity may be monitored for any reason deemed necessary by the City A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: ATTEST: CITY OF FOR3 WORTHat O.. RONTRANGEt SOLUTIONS USA INC.: By:icy-c>sc: VOIP c--:- ti f r,�� p usan A, nis a� Assistant City Mapager \�� Date: 0 IAl ) 1(:, APO '�b 0 `► !•L By: City Secretary cajvaiv; es 6400 s� �LcL/vF4od06 i APPROVED AS TO FORM AND LEGALITY: B Assistant City A orney M & C: none required Professional Services Agreement FrontRange Solutions USA Inc. 00 to me: r u o� ire: le: g alp T: icy Name: Title: 49,tc k. n114) ci rr -- l '7, Z0 V we- t Revised December 2011 13 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Front Range Solutions USA, Inc. Legal Address: Services to be provided: Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Position: Coif, S ignature 2 Name: Position: S ignature 3. Name: Position: S ignature N ame: r oAi "T E wteL,e_ S ignature of President / CEO / Other Title: Date: 'k 7= 1 Professional Services Agreement Revised December 2011 FrontRange Solutions USA Inc. 14 M&C Review 0 icia.sieo,'e iyi o' fro exas COUnCil en COUNCIL ACTION: Approved on 7/24/2012 ,FORT WORTH DATE: 7/24/2012 REFERENCE NO.: **C-25748 LOG NAME: 04FRONTRANGE ITSM SOFTWARE REBUILD CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of a Professional Services Agreement with Front Range Solutions USA, Inc., in the Amount of $161,950.00 to Upgrade Information Technology Service Management Software (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a professional services Agreement with Front Range Solutions USA, Inc., in the amount of $161,950.00 to upgrade information technology service management software using General Services Administration Contract No. GS-35F-4397G. DISCUSSION: The City of Fort Worth's Code Compliance Department, Solid Waste Services Division, and IT Solutions Department, Help Desk Division currently operate Front Range Solutions, Information Technology Service Management (ITSM) Software to manage work requests from citizens and Staff. Although the software version in use is still supported by Front Range Solutions, the newest software version, Enterprise 7.1 0, provides significant enhancements over the previous versions. Solid Waste and Help Desk are both impacted by the newer product release and both stand to receive the benefit of upgrading to the newer version. The general events identified by this impact are@ (1) a build of a new server housing the newer version of the ITSM product, and (2) modification of existing business processes for Solid Waste and the Help Desk. The new release will provide the following advantages: . The newer version supports specific mobile technology integration where there currently is no integration for mobile technology. • The newer version features dramatically improves the ITSM environment from the existing 5.0.8. version that meets the Departments needs and avoids customizing coding. • The newer version supports improved Information Technology Infrastructure Library (ITIL)-based service and support for information management. This will allow the system to be used more effectively across the organization. ADMINISTRATIVE CHANGE ORDER — An administrative change order or increase may be made by the City Manager for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. COOPERATIVE PURCHASE — State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item General Services Administration contracts were competitively bid to increase and simplify the purchasing power of government entities. M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Solutions Department and approved by M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: http://apps.cfwnet.org/council_packet/mc_review.asp?ID=17085&counciidate=7/24/2012 (1 of 2) [7/25/2012 11:26:40 AM] M&C Review The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Solid Waste Fund. TO Fund/Account/Centers FROM Fund/Account/Centers PE64 539120 0239910 $161,950.00 Submitted for City Manager's Office bv: Susan Alanis (8180) Originating Denartment Head: Peter Anderson (8781) Additional Information Contact: ATTACHMENTS Cheryl Harris (8239) Mai Tran (8858) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=17085&councildate=7/24/2012 (2 of 2) [7/25/2012 11:26:40 AM]