HomeMy WebLinkAboutContract 60214CSC No. 60214
WIZARDSOFTWAREm
S 0 L U T I 0 tv S PO Box 408693
Chicago, IL 60640-0018
PH:773-832-0200
FX:773-832-0202
Master Services & Software License Agreement
Licensee: City of Fort Worth
Licensed Products*: ❑ ProjectoTM
(check all that apply) ❑ PerformoTM
® REportfolioTM
® Hosted
❑ Web Interfaces
❑ Custom Software Program
Fees, payment terms and use restrictions are set forth in the Proposal.
Proposal
Effective Date: Upon signature by both parties
❑ Other:
The signed Original Proposal(s) # _23242 & 23243 dated _619/2023 . is
attached as Exhibit A and incorporated by reference (the "Proposal"). Future signed proposals will be incorporated by
reference.
Payment Terms:
® Hosted deployment:
Hosting Subscription Fees (recurring subscription fee): Invoiced annually in advance per proposal.
® Professional Services: Invoiced monthly on a time and materials basis (not fixed fee) for actual hours worked.
Payment due within 30 days of invoice
The Licensed Products are protected by copyright law and international copyright treaties, as well as other intellectual property laws and treaties and are
licensed, not sold, and may not be copied, distributed or transferred.
1. Definitions.
1.1. "Documentation" means operation and user manuals
in any form, including electronic, printed and CD,
relating to the Licensed Products or Third Party
Software supplied by Wizard Software to Licensee.
1.2. "Effective Date" is the date the Proposal and this
Software License Agreement is signed by Licensee.
1.3. "Wizard Software" means Facility Wizard Software
Incorporated d/b/a Wizard Software Solutions, its
successors and assign.
1.4. "Hosted Solutions" refers to having the Licensed
Products reside in Wizard Software's servers rather
than installed in Licensee's Servers.
1.6. "Licensed Products" means the software programs
and applications identified in the Proposal by their
commercial name, whether taken alone or in
combination, and any software products derived
therefrom, including any improvements, updates,
revisions, patches, additions or alterations of or to
the Licensed Products and all images, video, audio,
text, scripts, examples and applets incorporated
therein.
1.7. "Licensee" means the party identified in the
Proposal, its affiliates, successor and assigns.
1.8. "Licensee Data" means the raw data input by or on
behalf of Licensee in Licensed Products on Wizard
Software servers.
1.5. "Installation" means the date that Wizard Software 1.9. "Maintenance Releases" means any and all, Updates
delivers the Licensed Products and Third Party on or patches to the Licensed Products released
Wizard Software servers for testing and use by generally by Wizard Software to maintenance
Licensee. customers, including those that increase the
functionality or performance of the Licensed
Products.
Wizard Software Solutions Software License Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
2.
1.10.
"Modifications" means any software products derived
thereof, (b) distribute, resell or otherwise transfer the
from the Licensed Products and any improvements,
Licensed Products, Third Party Software or
Updates, revisions and patches of or to the Licensed
Documentation, (c) copy or reproduce the Licensed
Products.
Products, Documentation or Third Party Software
"Permitted
except as expressly permitted herein or (d) modify,
1.11.
Use" means the internal business of
adapt, translate, rent, lease, loan or create derivative
Licensee as may be further described in the
Works based on the Licensed Products or Third
Proposal.
Party Software.
1.12.
"Proposal" is the Proposal attached hereto, an future 3.
Acceptance.
proposals incorporated by reference, as Exhibit A
that has been signed by Wizard Software and
3.1. Wizard Software will notify Licensee when the
Licensee.
Wizard Software server is ready for access and will
1.13.
"Third Party Software" means the machine readable
provide the necessary log -in passwords. During the
"Acceptance
30 day period thereafter (the Period"),
object code of (a) the FileMakerTm database
Licensee may review and test the Licensed Products
program(s) which is provided by Wizard Software to
to determine whether they substantially comply in all
Licensee by authority of Claris International Inc. and
material respects with the Documentation. If
(b) other plug in software provided by Wizard
Licensee determines that the Licensed Products do
Software to Licensee, whether for a fee or as
not so comply, Licensee will provide detailed written
included in the Software License Fee stated in the
notice within the Acceptance Period. Failure to
attached Proposal.
deliver such a notice or use in production will
1.14.
"Updates" means any software products derived
constitute deemed acceptance. Wizard Software will
from the Licensed Products and any modifications,
have 10 days to deliver compliant Licensed Products
revisions, patches, or alterations of or to the
and the Acceptance Period will commence again.
Licensed Products including releases of the 4.
Maintenance.
Licensed Products, other than Upgrades, containing
error corrections or minor enhancements, in object
4.1. Provided that the applicable Hosting Fee set forth in
code form, which are made generally available by
the Proposal has been paid, Wizard Software shall
Wizard Software and generally indicated by a
cause its Support Representatives to provide the
change in the tenths or hundredths digit to the right
following software maintenance services to the two
of the decimal point (e.g., a change from version x.xx
most recent versions of the Licensed Products and
to x.xy or w.yx) and any corrections and Updates to
Third Party Software (the "Maintenance Services"):
the associated Documentation.
(a) Provide technical help desk telephone (773-832-
1.15.
"Upgrades" means new releases of the Licensed
0200) coverage and/or e-mail support
Products that contain significant new features or that
(support@wizardsoftware.net): 8:00 am to 6:00
increase functionality or performance the Licensed
pm CST, Monday through Friday;
Products and are generally indicated by a change in
(b) Install maintenance Releases on Wizard
the digit to the left of the decimal point (e.g. a change
Software's servers so that Licensee has access
from version x.xx to y.xx).
to such functionality;
(c) Help Desk Response Times:
License.
System Down: 1 hour to respond/ resolution within 4
2.1.
Subject to the terms and conditions of this
hours
Agreement, as of the Effective Date, Wizard
Software grants to Licensee a nontransferable,
Severe Impact: 2 hours to respond/ resolution within 1
limited and nonexclusive right to use, without the
day
right to sublicense, the Licensed Products, the Third
Technical / How to query: 1 business day to respond/
Party Software and Documentation and the right to
access the Licensed Products on Wizard Software's
resolution within 3 business days
servers.
Request for customization, reports, enhancements is
2.2.
Licensee may only use the Third Party Software in
billable: 5 business days to respond/ resolution based
conjunction with the Licensed Product and no license
on nature of request, signed proposal and workload
to use the Third Party Software separately is granted
(d) Technical support is provided to trained end
or implied. Only authorized users identified in the
users via remote access using
Proposal shall be authorized to use or have access
www.wizremote.com. Support may be delayed
to the Licensed Products at the authorized sites, if
for Licensees who block access to remote
any, identified in the Proposal. Each individual
support.
authorized user shall be counted as one user of the
Software License for purposes of determining the
(e) See Exhibit B Maintenance/Technical
actual number of users of the Software License.
Support/Service Levels
2.3.
Licensee may not (a) reverse engineer, decompile or
4.2. Maintenance Services shall continue for consecutive
disassemble the Licensed Products or any portion
time periods equal to the Maintenance Term set forth
-2-
Wizard Software Solutions — Software License Agreement
in the Proposal (each a "Renewal Term") unless
Term. Consulting fees are payable within 30 days of
Licensee notifies Wizard Software in writing of its
Wizard Software's invoice. Except for customer
election to terminate not less than 90 days prior to
specific or customer requested Third Party Software
the expiration of such term or renewal term.
as mutually agreed by the parties in writing, there is
4.3.
Notwithstanding anything to the contrary, if
no additional charge for the Third Party Software.
Licensee's payment of the Hosting Fee is over 90
7.2.
If any undisputed fee due hereunder remains unpaid
days past due, Wizard Software's obligation to
10 days after its due date, Wizard Software shall
provide Maintenance Services will terminate
have no obligation to provide Consulting
automatically upon notice to Licensee.
Services or Hosting if and for so long as any
5. Hosting.
payment due hereunder is delinquent.
7.3.
Licensee shall reimburse the approved travel and
5.1.
Provided that the applicable Hosting Fee set forth in
related expenses incurred in connection with on site
the Proposal has been paid, Wizard Software shall
visits, and direct out of pocket expenses, including
host the Licensed Products on behalf of Licensee on
long distance phone charges and air fares, incurred
servers maintained by or on behalf of Wizard
by Wizard Software provided that Wizard Software
Software. Licensee will have access to the Licensed
will give prior written notice to Licensee of any travel
Products on a 24/7 basis and Wizard Software will
expenses not provided for in the Proposal. Licensee
be responsible for installing Maintenance Releases
shall reimburse such expenses within 30 days of
on such servers and performing regular back ups of
Wizard Software's invoice.
the Licensed Products on a revolving 7-day basis or
7.4.
In no event will the Licensee owe more than
such other interval as Wizard Software reasonably
$84,500.00 for any annual term of the Agreement
deems appropriate.
unless otherwise mutually agreed by the parties in a
5.2.
The initial Hosting Fee is set forth in the Proposal and
duly executed amendment to this Agreement. Wizard
shall be increased upon Licensee's election to
Software shall not perform any additional services for
increase the Authorized Users or Authorized Sites or
the Licensee not specified by this Agreement unless
add Licensed Products or Upgrades.
the Licensee requests and approves in writing the
5.3.
Where possible, Wizard Software will notify Licensee
additional costs for such services.
of scheduled maintenance of its servers which may 8.
Title and
Proprietary Rights: Intellectual Property
interrupt access to Hosted Solutions. Wizard
Notices.
Software will begin work on resolution of critical
problems within 24 hours of notification by
8.1.
Licensee acknowledges and agrees that the entire
Licensee's designated contact.
right, title and interest in and to the Licensed
Products and Documentation and all portions
5.4.
Notwithstanding anything to the contrary, Licensee
thereof, together with all proprietary rights relating
retains title to Licensee data located on Wizard
thereto, including all copyrights, patent and trade
Software's servers.
secret rights are owned exclusively by Wizard
6. Consulting Services.
Software and its licensors.
6.1.
Wizard Software shall provide the consulting and
8.2•
Licensee may not remove, modify or alter any
development services (the "Professional Services")
copyright, trademark or patent notice from any part
described in the Proposal. Unless otherwise
of the Licensed Products, Documentation, Third
specified in the Proposal, the hours are estimates
Party Software or any materials made available by or
and Wizard Software will provide the Consulting
on behalf of Wizard Software. No right, license or
Services on a time and materials basis, invoicing for
interest shall be asserted by Licensee with respect
actual hours worked, at Wizard Software's standard
thereto and Licensee shall undertake no action that
consulting rates in effect on the date of Licensee's
will interfere with or diminish Wizard Software's right,
request therefor.
title or interest in its trademarks or tradenames or any
of its rights under patent, trademark or copyright
6.2.
Any Modification created as a result of the
laws.
Professional Services shall be deemed Licensed
Products and immediately subject to the terms and
8 .3.
Wizard Software acknowledges and agrees that the
conditions of this Agreement and the Software
entire right, title and interest in and to the Licensee
License granted by Wizard Software with respect to
Data and all portions thereof, including all copyrights,
such Modification shall commence on the date the
patent and trade secret rights are owned exclusively
payment applicable to such Modification has been
by Licensee. No right, license or interest shall be
paid in full.
asserted by Wizard Software with respect thereto
and Wizard Software shall undertake no action that
7. Pavment Terms.
will interfere with or diminish Licensee's right, title or
7.1.
Licensee shall pay the Hosting Fee as set forth in the
interest in its trademarks or tradenames or any of its
Proposal. Hosting Fees are paid for the periods
rights under patent, trademark or copyright laws.
indicated on the Proposal (e.g. annually, quarterly) in
advance. Subsequent Hosting Fees are payable in
advance on the commencement of each Renewal
-3-
Wizard Software Solutions — Software License Agreement
9. Warranties. Liabilities and Indemnification.
9.1. Wizard Software represents and warrants to
Licensee that the Licensed Products will
substantially conform to the Documentation in all
material respects for 90 days after Acceptance
Period. If the Licensed Products do not so comply,
Wizard Software will repair or replace such Licensed
Product at no additional charge. Licensee's sole
remedy shall be the right to have Wizard Software
repair or replace the applicable Licensed Products.
Wizard Software further represents and warrants to
Licensee that the Maintenance Services, Consulting
Services and Hosting, if applicable, will be provided
in a workmanlike manner consistent with industry
standards and that Licensee's use of the Licensed
Products as contemplated by this Agreement does
not infringe upon any third party's rights. If the
Licensed Products is held, or believed by Wizard
Software, to so infringe, then Wizard Software shall
have the option, at its expense, to (x) modify the
Licensed Products to be non -infringing, (y) obtain for
Licensee a license to continue using the Licensed
Products, or (z) if (x) and (y) are not reasonably
available, terminate the Software License and refund
the Software License Fee paid by Licensee.
9.2. EXCEPT WITH RESPECT TO THE WARRANTY
SET FORTH IN THIS SECTION, THE LICENSED
PRODUCTS, DOCUMENTATION, MAINTENANCE
SERVICES AND CONSULTING SERVICES ARE
PROVIDED "AS IS" AND WITHOUT WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. WIZARD SOFTWARE
DOES NOT WARRANT THAT THE LICENSED
SOFTWARE WILL BE FREE OF DEFECTS, WILL
OPERATE UNINTERRUPTED OR ERROR FREE
OR WILL SATISFY THE OPERATIONAL
REQUIREMENTS OF LICENSEE.
9.3. WITHOUT LIMITING THE FOREGOING,
LICENSEE AGREES THAT THE AGGREGATE
LIABILITY OF WIZARD SOFTWARE FOR
DAMAGES FROM ANY CAUSE OF ACTION
WHATSOEVER, REGARDLESS OF THE FORM OF
ACTION, SHALL NOT EXCEED THE SOFTWARE
LICENSE FEE PAID TO WIZARD SOFTWARE. IN
NO EVENT SHALL WIZARD SOFTWARE BE
LIABLE FOR LOST PROFITS OR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
PUNITIVE DAMAGES OF ANY NATURE
WHATSOEVER.
9.4. IP Indemnification. Wizard Software agrees to
indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees,
any claim or action against the Licensee for
infringement of any patent, copyright, trade mark,
service mark, trade secret, or other intellectual
property right arising from Licensee's use of the
Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the
agreement to indemnify, defend, settle or pay shall
not apply if Licensee modifies or misuses the
-4-
Deliverable(s). So long as Wizard Software bears the
cost and expense of payment for claims or actions
against the Licensee pursuant to this section 8,
Wizard Software 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,
Licensee shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as
necessary to protect the Licensee's interest, and
Licensee agrees to cooperate with Wizard Software
in doing so. In the event Licensee, for whatever
reason, assumes the responsibility for payment of
costs and expenses for any claim or action brought
against the Licensee for infringement arising under
the Agreement, the Licensee 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, Wizard Software shall fully participate and
cooperate with the Licensee in defense of such claim
or action. Licensee agrees to give Wizard Software
timely written notice of any such claim or action, with
copies of all papers Licensee may receive relating
thereto. Notwithstanding the foregoing, the
Licensee's assumption of payment of costs or
expenses shall not eliminate Wizard Software's duty
to indemnify the Licensee under the 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, Wizard
Software shall, at its own expense and as Licensee's
sole remedy, either: (a) procure for Licensee 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 Licensee'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 Licensee; or (d) if none of the
foregoing alternatives is reasonably available to
Wizard Software, terminate the Agreement,
subsequent to which termination Licensee may seek
any and all remedies available to Licensee under
law. WIZARD SOFTWARE'S OBLIGATIONS
HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE REQUIRED
BY LICENSEE.
9.5. Data Breach. Wizard Software further agrees that it
will monitor and test its data safeguards from time to
time, and further agrees to adjust its data safeguards
from time to time in light of relevant circumstances or
the results of any relevant testing or monitoring. If
Wizard Software suspects or becomes aware of any
unauthorized access to any financial or personal
identifiable information ("Personal Data") by any
unauthorized person or third party, or becomes
aware of any other security breach relating to
Personal Data held or stored by Wizard Software
under the Agreement or in connection with the
performance of any services performed under the
Agreement or any Statement(s) of Work ("Data
Wizard Software Solutions — Software License Agreement
Breach"), Wizard Software shall immediately notify
Licensee in writing and shall fully cooperate with
Licensee at Wizard Software's expense to prevent or
stop such Data Breach. In the event of such Data
Breach, Wizard Software shall fully and immediately
comply with applicable laws, and shall take the
appropriate steps to remedy such Data Breach.
Wizard Software will defend, indemnify and hold
Licensee, its Affiliates, and their respective officers,
directors, employees and agents, harmless from and
against any and all claims, suits, causes of action,
liability, loss, costs and damages, including
reasonable attorney fees, arising out of or relating to
any third party claim arising from breach by Wizard
Software of its obligations contained in this Section,
except to the extent resulting from the acts or
omissions of Licensee. All Personal Data to which
Wizard Software has access under the Agreement,
as between Wizard Software and Licensee, will
remain the property of Licensee. Licensee hereby
consents to the use, processing and/or disclosure of
Personal Data only for the purposes described
herein and to the extent such use or processing is
necessary for Wizard Software to carry out its duties
and responsibilities under the Agreement, any
applicable Statement(s) of Work, or as required by
law. Wizard Software will not transfer Personal Data
to third parties other than through its underlying
network provider to perform its obligations under the
Agreement, unless authorized in writing by Licensee.
Wizard Software's obligation to defend, hold
harmless and indemnify Licensee shall remain in full
effect if the Data Breach is the result of the actions of
a third party. All Personal Data delivered to Wizard
Software shall be stored in the United States or other
jurisdictions approved by Licensee in writing and
shall not be transferred to any other countries or
jurisdictions without the prior written consent of
Licensee.
10. Confidentiality.
10.1. Each party agrees not to disclose, use or permit
access to the Licensed Products, Documentation or
any materials, data and information that Licensee
has access to or receives from Wizard Software and
the proprietary and confidential materials and
information of Licensee to which Wizard Software
has access (collectively, "Proprietary Materials and
Information"), except as expressly authorized in this
Agreement. Each party shall use reasonable care to
protect such confidential information. The obligations
under this Section shall survive for the longest period
permitted by applicable law.
10.3. Either party may issue a press release at any time
after the date hereof identifying the parties and the
existence of this Agreement. Either party may
identify the other, by name and logo, as a customer
in its respective marketing materials and similar
documents.
10.4. Notwithstanding the above, Licensee is a
government entity under the laws of the State of
Texas and all documents held or maintained by
Licensee are subject to disclosure under the Texas
Public Information Act. In the event there is a request
for information marked Confidential or Proprietary,
Licensee shall promptly notify Wizard Software. It will
be the responsibility of Wizard Software to submit
reasons objecting to disclosure. A determination on
whether such reasons are sufficient will not be
decided by Licensee, but by the Office of the
Attorney General of the State of Texas or by a court
of competent jurisdiction. If the Office of the Texas
Attorney General issues an opinion that obligates the
Licensee to disclose information, the Licensee will
comply with that opinion.
11. Termination.
10.2. The confidential information described above shall
not include any information that: (a) is, at the time of
disclosure, publicly available without breach of any
obligations owed to the disclosing party; (b) became
known to the recipient from a source other than the
disclosing party other than by the breach of an
obligation of confidentiality; or (c) can be 12.
demonstrated to have been independently
developed by the recipient.
-5-
11.1. The term of the Software License shall be perpetual
and the term of Wizard Software's obligation to
provide Consulting and Hosting Services is set forth
in the Proposal. This Agreement, including the
Software License, may be terminated by (a) either
party for convenience upon 90 days written notice,
(b) either party if the other party breaches any
provision of this Agreement and such breach is not
cured within 30 days of receiving written notice
thereof, and (c) either party if the other party seeks
protection under, or becomes subject to, any
bankruptcy law or other insolvency statute or law. In
the event no funds or insufficient funds are
appropriated by the Licensee in any fiscal period for
any payments due hereunder, the Licensee will notify
Wizard Software 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 Licensee of any
kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have
been appropriated.
11.2. Upon such termination: (a) Licensee shall
immediately cease all use of the Licensed Products
and Documentation and all portions thereof, and
shall immediately return the Licensed Products,
Documentation in any form and all copies and
portions thereof, to Wizard Software and shall certify
to Wizard Software in writing that such return has
been fully accomplished and (b) Licensee shall
immediately pay Wizard Software all amounts owed
to Wizard Software hereunder.
General.
12.1. Wizard Software agrees that the Licensee shall, until
the expiration of three (3) years after final payment
under this Agreement, have access to and the right
Wizard Software Solutions — Software License Agreement
to examine at reasonable times any directly pertinent
books, documents, papers and records of Wizard
Software involving transactions relating to this
Agreement at no additional cost to the Licensee.
Wizard Software agrees that the Licensee shall have
access during normal working hours to all necessary
Wizard Software facilities and shall be provided
adequate and appropriate work space in order to
conduct audits in compliance with the provisions of
this section. The Licensee shall give Wizard
Software not less than 10 days written notice of any
intended audits.
12.2. Insurance. Wizard Software agrees to obtain
insurance in compliance with the provisions set forth
below in Exhibit C.
12.3. Governina Law; Leaal Fees. This Agreement shall be
governed by the laws of the State of Texas, U.S.A.
12.4. Notices. All notices under this Agreement shall be in
writing and sent personally or by overnight courier
mail, addressed to the parties at the addresses set
forth on the signature page. Notices shall be effective
upon receipt. Addresses may be changed by prior
notice to the other party in accordance with this
Section.
12.5. Entire Agreement. This Agreement constitutes the
entire agreement and understanding between the
parties hereto with respect to the subject matter
hereof and supersedes any and all prior agreements
and understandings, oral or written, relating to the
subject matter hereof. This Agreement may only be
amended by a writing signed by both parties and
shall inure to the benefit of and be binding upon each
party's successors and permitted assigns.
0
12.6. Assignment. This Agreement may not be transferred
or assigned by Licensee without the prior written
consent of Wizard Software which consent will not be
unreasonably withheld.
12.7. Third Partv Beneficiarv. Licensee is hereby notified
that Claris International Inc., 5201 Patrick Henry
Drive, Santa Clara, California 95054 ("Claris") is a
third -party beneficiary to this Agreement to the extent
that this Agreement contains provisions that relate to
Licensee's use of the bundled Software (FileMaker).
Such provisions are made expressly for the benefit
of Claris and are enforceable by Claris in addition to
Wizard Software.
12.8. Contractor. For all purposes hereof, and in the
performance of its duties and obligations pursuant to
this Agreement, Wizard Software is and shall remain
an independent contractor and nothing herein shall
be deemed or construed to create an employer
employee, joint venture or partnership relationship
between Wizard Software and Licensee. Nothing
herein shall be deemed or construed to create an
employment relationship between Licensee and any
employee of Wizard Software.
12.9. Equitable Relief. The parties agree that in the event
of any breach or alleged breach of the Software
License or the provisions of confidentiality of this
Agreement neither party may have an adequate
remedy at law and consequently shall be entitled to
seek equitable relief, without the necessity of proving
actual damages, in addition to any other remedies at
law.
Wizard Software Solutions — Software License Agreement
In witness whereof, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives
as of the Effective Date.
WIZARD SOFTWARE SOLUTIONS
By: /11G _& L i7:) /l4�
Title: Kristin S. Kelly, President is
Date: //�/2-3
Facility Wizard Software Incorporated
d/b/a Wizard Software Solutions
PO Box 408693
Chicago, IL 60640-0018
Phone: (773) 832-0200
Fax: (773) 832-0202
LICENSEE
By: Valerie Washington (Oct2, 202313:45 CDT)
Title: Assistant City Manager
Name:Valerie Washington
Date: Oct 2) 2023
Project Contact:
Phone:
e-mail:
[Executed effective as of the date signed by the Assistant City Manager above.].." [ACCEPTED
AND AGREED:]
CITY OF FORT ' ORTH INTERNAL ROUTTNG PROCESS:
Approval Recommended:
Name:
Keym Gunn
Title:
Director, IT Solutions
Approi-ed as to Farm and Legality:
Name: Taylor Paris
Title: Assistant City Attomey
Contract Autborization:
M&C: n!a
Approved:
1295:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and a&ni-n0strafion
of this contract, including ensuring all
performance and reporting requireammts-
Steven Van d ever (Oct 2, 2023 08:43 CDT)
Rains: Ste -,-en Vandever
Title: Sr_ IT Solutions NlanaLyer
Cih' Secretary_
Name:
Jannette Goodall
Title:
City Secretary
a dpU4Ilp
vo� p�RT tyo9 d
0
a�n orEXA`�op
���U4644
OFFICIAL RECORD
Wizard Software Solutions Software License Agreement CITY SECRETARY
FT. WORTH, TX
Exhibit A — Attached Signed Proposal
Wizard Software Solutions Software License Agreement
Exhibit B — Service Level Agreement Maintenance & Support 2023
Hosting fees include:
• Maintenance for Wizard's IT infrastructure and standard (out -of -the -box) functionality
• Unlimited access to Wizard Technical Help Desk
• Assistance with logging in, printing, and password resets
• IT guidance for end -user workstations and SSO
• Recovery and/or restoration of accidentally deleted or corrupted data
• Reinstallation of software on new end -user computers or mobile devices
• Ongoing routine software update patches and bug fixes for standard (out -of -the -box) functionality (with no
downtime)
• Wizard server and operating system management and daily data backups
• Monitoring of Wizard servers
• IT staff on call 24/7/365
Hosting fees DO NOT include:
• Support, changes, and/or fixes to existing customizations
• On -premise server(s) and operating system(s) support
• On -premise server(s) data backups
• Software version upgrades
Technical Help Desk support response is available Monday to Friday 8AM - 6PM Central time for end users and
system administrators who have completed Wizard Software training. Support includes assistance and
troubleshooting with using your Wizard Software solution.
Three ways to request support (Tech support is provided by Wizard Software employees located in the United
States)
1. Email support(@wizardsoftware.net— Please attach screen shots and error messages.
2. Log a support request via Support I Wizard Software — Wizard Software Solutions — Please attach
screen shots and error messages.
3. Call 773-832-0200, press 2 for support, and leave a voicemail.
Support requests are logged in to a support queue until the issue has been resolved. Requests are routed and
escalated to the appropriate Wizard Software personnel.
Technical Support Service Levels: (remote support via phone, MS Teams, or www.wizremote.com)
Response
Resolution
Priority
Description
Time
Time
1
System Down (production environment) - no useful work can be
1 hour
4 hours
done.
2
Severe Impact - system is operational but individual users are
2 hours
1 day
unable to access or perform/run specific features, reports, or
functionality.
3
Technical query - user or system administrator has question about
1 business day
3 business days
how to perform/run specific features, reports, or functionality.
4
Product upgrade or sales query
3 business
1 week
days
5
Request for customization modification, customization fix,
varies
Billable
enhancement, report modifications, additional training. This
requires an approval for billable work.
Scheduled downtime and preventive maintenance are scheduled after hours, and advance notice is provided.
You may check the status of Wizard Solutions via our Hosted Status page any time: https://wizardstatus.net/
INSURANCE
1. Insurance.
1.1. The Wizard Software shall carry the following insurance coverage with a company
that is licensed to do business in Texas or otherwise approved by the Licensee:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate;
1.1.1.2. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. 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.
1.1.3.2. Coverage shall include, but not be limited to, the following:
1.1.3.2.1. Failure to prevent unauthorized access;
1.1.3.2.2. Unauthorized disclosure of information;
1.1.3.2.3. Implantation of malicious code or computer
virus;
1.1.3.2.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
1.1.3.2.5. 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 Wizard Software and may not exceed
$50,000 without the written approval of the Licensee. Coverage shall be
claims -made, with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a
full copy of the policy if requested, shall be submitted to the Licensee to
evidence coverage; and
1.1.3.2.6. Any other insurance as reasonably requested by
Licensee and mutually agreed upon.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the Licensee as an additional insured
thereon, as its interests may appear. The term Licensee shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the Licensee of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the Licensee. 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 Licensee Attorney at the same address.
1.2.4. 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.
1.2.5. Any failure on the part of the Licensee to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Wizard Software has obtained
all required insurance shall be delivered to and approved by the Licensee's Risk
Management Division prior to execution of this Agreement.
WIZARDSOFTWARC
S O L U T I O N S
PROPOSAL
Date June 09, 2023
Proposal To Proposal # 23242
Company City of Fort Worth Aviation WSS Project # 37020
Address 201 American Concourse
Suite 330
Fort Worth, TX 76106
Project Title REportfolio - Lease & Agreement Mgmt Software - Annual Hosting Fees
Description
Qty
Unit
Price
Total
Software Hosting (Recurring Annual Cost - First Year Indicated)
1 REportfolio (RPO) Lease Mgmt Software- RPO Starter
1
Module
$ 1,050 / Mo
$ 12,600
Bundle Fee
Includes: Module Fee, up to 4 Pro Users, and RPO Lease
Admin Portal
2 RPO - Pro User (Full use) - Named User (Included in Starter
0
Named
$ 120 / Mo
$ 0
Bundle, additional users can be purchased)
-Annual Hostina
3 RPO - Lease Admin Portal - 25 Concurrent User (Included in
0
Portal
$ 260 / Mo
$ 0
Starter Bundle)
-Annual Hosting
4 Technology - Single Sign -On (SSO) - Desktop & Web
1
Each
$ 0 / Mo
$ 0
- included, No Hosting Fee
5 Technology - Data Partitioning -
1
Each
$ 0 / Mo
$ 0
-included, No Hosting Fee
6 Technology - BI Data Feed (Available but not included in this
0
Feed
$ 125 / Mo
$ 0
proposal)
7 Technology - ESP - Integration Platform - PeopleSoft to
1
Feed
$ 275 / Mo
$ 3,300
REportfolio
Subtotal Software Hosting
0
$ 15,900
Page 1 Wizard Software Solutions
PO Box 408693
Chicago, IL 60640-0018
773.832.0200 Phone
www.wizardsoftware.net
City of Fort Worth Aviation PROPOSAL Page 2
Description
Qty Unit Price
Total
Total Proposed Investment / Authorization $ 15,900
State and Local Taxes May Apply
Documents required to proceed: Signed Proposal, Purchase Order, Signed Software License Agreement (SLA)
1. Annual Software Hosting fees are invoiced annually in advance.
2. Annual Software Hosting fees/user counts can be adjusted as required. Any decrease in fees will be adjusted/credit applied
in the next billing period.
3. Annual Software Hosting fees begins the month following Project Kickoff meeting.
4. Annual Software Hosting fees are based on a monthly cost per user and annualized per a 12-month period.
5. NA
6. NA
7. NA
8. NA
9. This proposal is valid for 6 months. Prices are subject to change beyond 6 months.
10. ACH payment required
REportfolio(RPO) vll will be supported through 12/31/2028. After 12/31/2028, customers can continue to use Hosted RPO
v11 with "Best -Effort" support. 'Best -Effort" support is defined as a reasonable response to a support request that can be
achieved within the context of the standard resource, hardware, and software technology available.
Bill To Information - Invoices for this proposal will be sent to:
Who should be receiving invoices for this proposal?
1 - Name, Title, email
2 - Name, Title, email
What is the PO#?
Approval / Authorization
Submitted by
Wizard Software Solutions
vo= flee
Nora Abdelqader, Executive Sales Rep
June 09, 2023
Please confirm or correct
this information.
Approved by
City of Fort Worth Aviation
Valerie Washington (Oct 2, 202313:45 CDT)
Title Valerie Washington, Assistant City Manager
Date Oct 2, 2023
Page 2 Wizard Software Solutions
PO Box 408693
Chicago, IL 60640-0018
773.832.0200 Phone
www.wizardsoftware.net
WIZARDSOFTWARC
S O L U T I O N S
PROPOSAL
Date June 09, 2023
Proposal To Proposal #
Company City of Fort Worth Aviation WSS Project #
Address 201 American Concourse
Suite 330
Fort Worth, TX 76106
Project Title REportfolio - Lease & Agreement Mgmt Software - Professional Services
23243
37020
Description Qty Unit Price Total
Professional Services
1
PROJECT MANAGEMENT - by Wizard - Project administration,
32
Hours
$ 225
$ 7,200
project team & IT coordination.
2
BUSINESS PROCESS REVIEWS - Business Process Workshops
14
Hours
$ 225
$ 3,150
and IT Workshops
3
SOFTWARE INSTALLATION -RPO - System Configuration
40
Hours
$ 225
$ 9,000
(users, system tables, value lists)
4
TECHNOLOGY - SSO (desktop & web), Data Partitioning
18
Hours
$ 225
$ 4,050
5
TECHNOLOGY - ESP (1-way integration PSFT-RPO) (Optional,
60
Hours
$ 225
$ 13,500
can be implemented in later phases)
6
DATA IMPORT - Conversion and import of existing data,
40
Hours
$ 225
$ 9,000
estimate pending a thorough review of your data
7
CUSTOMIZATIONS -Out of the box, estimate pending a
40
Hours
$ 225
$ 9,000
thorough review of requirements (Optional)
8
DOCUMENTATION - Documentation of customizations
4
Hours
$ 225
$ 900
9
TESTING - Testing, Verification & Go -Live Support
14
Hours
$ 225
$ 3,150
10
CONTINGENCY - Project Contingency
20
Hours
$ 225
$ 4,500
11
TRAINING - OnSite/Virtual, Recorded, Pro -Users, Solution
18
Hours
$ 225
$ 4,050
Admin., Portal
12
EXPENSES - Allowance for direct project -related expenses. Only
1
Trip
$ 1,100
$ 1,100
actual expenses will be invoiced.
Subtotal Professional Services
300
$ 68,600
Page
1 Wizard Software Solutions
PO Box 408693
Chicago, IL 60640-0018
773.832.0200 Phone
www.wizardsoftware.net
City of Fort Worth Aviation PROPOSAL Page 2
Description
Total Proposed Investment / Authorization
State and Local Taxes May Apply
Qty Unit Price
Documents required to proceed: Signed Proposal, Purchase Order, Signed Software License Agreement (SLA)
1. NA
2. NA
3. NA
4. NA
Total
$ 68,600
5. Professional Services hours included on this proposal are an estimate.
6. Professional Services hours are invoiced monthly on a time and materials basis (not fixed fee) for actual hours worked.
7. Project Contingency hours will not be used without customer authorization.
8. Project Expenses are estimates and invoiced monthly for costs incurred during that month.
9. This proposal is valid for 6 months. Prices are subject to change beyond 6 months.
10. ACH payment required
REportfolio(RPO) v11 will be supported through 12/31/2028. After 12/31/2028, customers can continue to use Hosted RPO
vll with "Best -Effort" support. "Best -Effort" support is defined as a reasonable response to a support request that can be
achieved within the context of the standard resource, hardware, and software technology available.
Bill To Information - Invoices for this proposal will be sent to:
Erin Luttrell
zz_ITFinance_purchasing@fortworthtexas.gov
supplierinvoices@fortworthtexas.gov
Approval / Authorization
Submitted by
Wizard Software Solutions
vo= flee
Nora Abdelqader, Executive Sales Rep
June 09, 2023
Please confirm or correct
this information.
Approved by
City of Fort Worth
�16JJ /_-
Valerie Washington (Oct 2, 2023 13:45 CDT)
Title Valerie Washington, Assistant City Manager
Date Oct 2, 2023
Page 2 Wizard Software Solutions
PO Box 408693
Chicago, IL 60640-0018
773.832.0200 Phone
www.wizardsoftware.net