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HomeMy WebLinkAboutCONTRACT - RFP - 9795 PROFESSIONAL TECHNICAL SERVICE ASSISTANCE FOR JD EDWARDS ENTERPRISE ONEOfficial Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 1 of 22 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and SPINNAKER SUPPORT, LLC, a Colorado Limited Liability Company, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of twelve (12) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence July 1, 2023, and shall continue in full force and effect until June 30, 2024, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. 3. Early Termination. Either party may terminate this Agreement if the other party (a) breaches any material provision of this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof; (b) shall formally declare bankruptcy, insolvency, reorganization, liquidation or receivership; or (c) shall have instigated against it bankruptcy, insolvency, reorganization, liquidation or receivership proceedings, and shall fail to remove itself from such proceedings within ten (10) days from the date of institution of such proceedings. Notwithstanding the foregoing, Professional may also terminate this Agreement immediately upon written notice in the event (i) City fails to pay any amounts payable hereunder within ten (10) days after receiving written notice from Professional that payment is due, or (ii) City breaches Section 25 (Access to Third Party Products). 4. Effects of Termination. Expiration or termination of this Agreement for any reason shall not release either party from liability which at said time has already incurred to the other party. Except as otherwise expressly set forth herein, the following provisions will survive expiration or termination of this Agreement pursuant to their terms, together with any other provisions necessary for their construction and enforcement: Sections 6, 9, 25, together with any accrued payment obligations. Without limiting the foregoing, upon DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 2 of 22 termination or expiration of this Agreement any amounts owed to Professional under this Agreement will be immediately due and payable, including any amounts due for Services performed and expenses incurred prior to such termination or expiration and any reasonable and necessary travel or out-of-pocket expenses incurred after such termination or expiration, without regard to whether any invoices had or had not been issued. 5. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Professional: City: Copy to: Spinnaker Support, LLC Attn: Sandi Huiatt, Senior Account Executive 5445 DTC Parkway, Suite 850 Greenwood Village, CO 80111 SHuiatt@SpinnakerSupport.com City of Fort Collins Attn: Matthew Nardi PO Box 580 Fort Collins, CO 80522 MNardi@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 6. Design, Project Insurance and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional will defend at its own expense any action against the City brought by a third-party to the extent that the action is based upon a claim that the City’s use of any Deliverable infringes any U.S. patent or copyright or misappropriates any trade secret of a third-party, and the Professional will pay those costs and damages finally awarded against the City in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on the City (a) notifying the Professional promptly in writing of such action, (b) giving the Professional sole control of the defense thereof and any related settlement negotiations and (c) cooperating and, at the Professional’s request and expense, assisting in such defense. If any Deliverable becomes, or in the Professional’s opinion is likely to become, the subject of an infringement claim, the Professional may, at its option and expense, either (i) procure for the City the right to continue using the Deliverable, (ii) replace or modify the Deliverable so that it becomes non-infringing or (iii) terminate the City’s right to use the Deliverable and refund the City the fees paid for such portion of the Deliverable which is allegedly infringing, upon which the City shall have no further rights in and to the subject Deliverable. Notwithstanding the foregoing, the Professional will have no obligation under this Section or otherwise with respect to any infringement claim based upon (A) any use of the Deliverable not in accordance with this Agreement or for purposes not intended by the Professional, (B) any use of the Deliverable in combination with other services, products, equipment, software or data not intended by the Professional to be used with the Deliverable, (C) any information, software code or DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 3 of 22 other materials furnished to the Professional by the City, its agents, representatives and suppliers, including the City’s specifications, (D) any unauthorized and/or unlicensed activities by the City, its agents, representatives and suppliers, including any violation by the City of Section 25, or (E) any modification of the Deliverable by any person other than the Professional or its authorized agents or subcontractors. THIS SECTION STATES THE PROFESSIONAL’S ENTIRE LIABILITY AND THE CITY’S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS RELATED TO THE SERVICES AND ANY DELIVERABLE UNDER THIS AGREEMENT. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay the Professional on fixed fee basis designated in Exhibit A, consisting of twelve (12) pages, attached hereto and incorporated herein by this reference. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. Invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Professional following the submittal of a correct itemized invoice by the Professional. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 8. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 9. City Representative. The City will designate, prior to commencement of the Work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, the Professional is required to provide the City Representative with a written report of the status of the Work with respect to the Work Order, Work Schedule and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 4 of 22 11. Independent Contractor. The services to be performed by the Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. Subcontractor/Subconsultants. The Professional may not subcontract any of the Work set forth without the prior written consent of the City, which will not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor/subconsultant must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor/subconsultant will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor/subconsultant and the City, nor will it obligate the City to pay or see to the payment of any subcontractor/subconsultant, and (d) the Work of the subcontractor/subconsultant will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractor/subconsultants performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). The Professional warrants that any subcontractor personnel who render Services to the City under this Agreement shall have undergone a background check to determine if the subcontractor personnel has a criminal record that includes in the prior seven (7) years (i) a felony (ii) a misdemeanor involving violence, dishonesty, or breach of trust, or (iii) crime relating to computer crimes or fraud (each a “Prohibited Act”). If the Professional discovers, at any time, that any subcontractor personnel assigned to perform Services under this Agreement have a criminal record which includes a Prohibited Act, the Professional agrees to promptly notify the City and shall take all actions required to remove that personnel’s access to the City’s information, systems, and data. 13. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City, which will not be reasonably withheld. 14. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 5 of 22 in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 15. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. 16. Remedies. [RESERVED] 17. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 18. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 19. Utilization by Other Agencies. The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the City of Fort Collins in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the Professional. The City’s concurrence hereunder is subject to the Professional’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 20. Prohibition Against Unlawful Discrimination. The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 6 of 22 affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractor/subconsultants at every tier. 21. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 22. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 23. Force Majeure. Except for any payment obligations, no Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 7 of 22 24. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 25. Access to Third Party Products. City acknowledges and agrees that Professional is performing the Services solely for the benefit of City, and that Professional’s ability to perform the Services may require Professional’s access (either through remote access or direct physical access on City’s premises) and use of certain Third Party Products. In connection therewith, City hereby represents and warrants that it has the right to provide Professional with access to, and use of, any and all portions of such Third Party Products in connection with Professional’s performance of the Services, including, if applicable, the right to customize and/or configure each such Third Party Product for the benefit of City. City agrees to immediately notify Professional of any changes made (actual or attempted) by the applicable Licensor to City’s license and access rights to such Third Party Product(s), including changes to the applicable Licensor Terms and Conditions, that may affect Professional’s ability to continue performing the Services. 26. Limitation of Liability. PROFESSIONAL’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED 2X FEES PAID TO THE PROFESSIONAL IN THE PRECEDING 12-MONTH PERIOD. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THIS LIMITATION SHALL NOT APPLY TO CITY’S BREACH OF SECTION 25 (ACCESS TO THIRD PARTY PRODUCTS). CITY ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT PROFESSIONAL WOULD NOT ENTER INTO THIS AGREEMENT OR ANY WORK ORDER WITHOUT THESE LIMITATIONS ON PROFESSIONAL’S LIABILITY. 27. Order of Precedence. In the event of a conflict with terms in the body of the Professional Services Agreement and the Exhibits, the following Order of Precedence shall prevail: • A) Professional Service Agreement (PSA). • B) Exhibit A Scope of Services. • C) All other Exhibits. [Signature Page Follows] DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 8 of 22 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: SPINNAKER SUPPORT LLC By: Printed: Title: Date: DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A 6/20/2023 David McDougall Chief Revenue Officer Assistant City Attorney 6/20/2023 Chief Deputy City Clerk Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 9 of 22 EXHIBIT A STATEMENT OF WORK 1 MAINTENANCE SUPPORT SERVICES - JD EDWARDS This Statement of Work (“Statement of Work”) is entered into as of the date stated above (the “Effective Date”), and is governed by, attached to, and made a part of, that certain Professional Services Agreement between Spinnaker Support, LLC (“Spinnaker”), and City of Fort Collins (“Customer”) (the “Agreement”). Unless explicitly stated otherwise in this Statement of Work, any capitalized terms shall have the meaning given to them in the Agreement. If anything in this Statement of Work is inconsistent with the Agreement, the terms of the Agreement shall govern, unless explicitly stated otherwise. 1. Supported Products Customer acknowledges and agrees that the environments and products listed in this Statement of Work are intended to represent Customer’s supported landscape as of the Effective Date. To that end, Customer understands that Spinnaker will limit its Services under this Statement of Work to the Production System(s) in Table A-1, the Supported Product Modules listed in Table B-1, and Tax and Regulatory Coverage listed in Table C-1, (collectively, the “Supported Products”), and any material change to Customer’s supported landscape will result in increased fees which will be negotiated and agreed upon before Services are provided. For purposes of this Statement of Work, JD Edwards is the “Licensor”. A. Production System. The Common System Profile and Production System(s) in scope for the Services covered under this Statement of Work, as identified by the Customer, have been listed in Table A-1 of Exhibit A. B. Supported Product Modules. The Supported Product Modules are the application modules identified by Customer and listed in Table B-1 of Exhibit A, limited to the Production System(s) specified in Table A-1, including any development, test, or QA environments related to or used in support of the Production System(s), with Tax and Regulatory Coverage as specified in Table C-1 of Exhibit A and as consistent with the standard product as delivered by the Licensor 2. Services Customer acknowledges and agrees that Spinnaker will provide Services under this Statement of Work to Customer under Customer’s license agreement with the Licensor as a service provider working on Customer’s behalf, and that Spinnaker may make customizations, modifications, and recommendations for changes to the Supported Products on Customer’s behalf. Services provided pursuant to this Statement of Work shall include: A. Onboarding and Archiving (Initial Term Only). If Customer is currently on a software maintenance contract with the Licensor, Customer acknowledges that Spinnaker requires at least a thirty (30) day period of overlap with the Licensor’s software maintenance period to conduct an effective on-boarding process. i. Transition – Spinnaker will lead and assist with the support activities necessary for an effective transition of maintenance and support services to Spinnaker. Such activities may include, without limitation, the review and analyses of Customer’s operational use of the Supported Products, implementing system access methods for Spinnaker resources, knowledge transfer of Customer’s supported environment in order to facilitate an effective transition process for Spinnaker to perform the Services described herein, and training of Customer personnel on Spinnaker’s support processes, technologies and policies for the delivery of the Services under this Statement of Work. ii. Archiving – Provided that Customer’s support agreement with the Licensor for the Supported Products has not expired, Spinnaker will work with Customer to determine what software, software updates and related support materials to include in an archive. Spinnaker will, with the support of Customer, project manage and perform the archival of such software, software updates and related support materials to which Customer has requested and to which Customer has rights. It is expressly acknowledged that Customer archives are completed on a best efforts' basis by Spinnaker. In connection with such archiving services, Spinnaker will provide Customer with access to certain Spinnaker Tools for use in the creation and search of Customer’s archive (the “Archiving Tools”). DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 10 of 22 Notwithstanding anything to the contrary in the Agreement, Customer hereby agrees that Customer’s use of such Archiving Tools is limited to the term of this Statement of Work and for archiving activities permitted hereunder. Upon the termination of this Statement of Work, Customer must delete any copies of the Archiving Tools from Customer’s infrastructure. Product Maintenance Support. Spinnaker will provide product diagnostic services, product fixes, and/or operational workarounds for Software Issues (as defined herein) identified for the Supported Products. iii. Software Break-Fix Support. Spinnaker will diagnose and create fixes and/or workarounds for Software Issues reported for the Supported Products defined in Table B-1. A “Software Issue” is defined as a code defect that meets all of the following criteria: the code defect is (i) found by Customer in the online or batch code of the Supported Products in a production, test, development, or production equivalent environment or in updates and fixes provided to Customer by the Licensor up through the date that Customer terminates its support services agreement with the Licensor for the Supported Products; (ii) is reported by Customer to Spinnaker during the Support Period; (iii) materially impacts Customer’s ability to process data within the Supported Products; and (iv) causes the failure of a material feature or function of the Supported Products. iv. Use of Fixes and Updates. Fixes and updates provided by Spinnaker pursuant to this Statement of Work may only be used in the number of production environments listed for the Supported Products. Customer may use the provided fixes and updates in other environments as needed to test fixes and updates prior to moving the fixes and updates into production. v. Proprietary Code, Third-Party Products, and Language Support. Customer understands and acknowledges that neither the Customer nor Spinnaker have access to the binary source code for these products. Therefore, Spinnaker’s support for these products will be limited to assistance with diagnostics, troubleshooting, and operational workarounds for the proprietary source code, software tool sets, middleware, or any third-party products that are integrated or bundled with or embedded in the Supported Products. For purposes of example only, such proprietary source code and third-party products include, but are not limited to, operating systems, database systems, application servers, web servers, compilers, Citrix, online and batch processing tools, reporting tools, tax processing updates, and analytic tools. Additionally, this Statement of Work expressly excludes any support for any Software Issues related to language runtime objects other than English, unless otherwise specified above. vi. General Inquiry Support. For the Supported Products, Spinnaker will provide support for general inquiries related to the usage and configuration of standard (out-of-the-box) software, tools and applications and used in a manner consistent with the Licensor’s published technical documentation. vii. Customizations. Spinnaker will provide break-fix support, troubleshooting and debugging assistance, including the creation of fixes and/or workarounds for reported issues related to custom code, provided that such customizations have been developed and implemented using the original Licensor’s tools and to such Licensor’s development standards. It is further required that all such customizations have been tested and proven functionally stable in a development and/or test environment and have undergone reasonable, industry-standard functional, regression, and scalability testing prior to production go-live. Any enhancements or new functional requirements for customizations can be addressed via a separate Statement of Work. viii. Integrations and Interfaces. Customer remains responsible for maintenance of their integrations and interfaces. Where there is an in-bound or out-bound touch point to the Supported Product Modules, Spinnaker will provide troubleshooting and debugging support for integrations and interfaces and will make recommendations for issue resolution. ix. Vulnerability and Security Management. Spinnaker will provide compensating controls and/or other measures (as defined herein) to address vulnerabilities within the Supported Products. 1. Spinnaker will provide access to the Spinnaker Support Security Bulletin. These Bulletins will provide mitigations, compensating controls, advice and recommendations at the CWE (category) level for published security vulnerabilities impacting the Supported Products, for Oracle CVEs with a CVSS v3 Base Risk code of at least 4.0. 2. If requested during the first 90 days of the Initial Term, Spinnaker Support will perform an DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 11 of 22 initial security hardening assessment for external facing systems, not to exceed 24 hours of expended labor. The assessment includes documented recommendations for client implementations on configurations, encryptions, access management, and best practices and guidelines. Any additional hardening activities of the Supported Products outside the scope of those activities directly expressed herein, will be additional to this Statement of Work. 3. If requested by Customer through a Security Solution Addendum, Spinnaker will assist in the implementation of any partner solution(s), subject to Customer’s acceptance of the additional terms and conditions related to that solution specified in the Addendum. 4. Where appropriate, Customer may report security related items to Spinnaker as a ‘Vulnerability Support’ pursuant to products listed in Table B-1. B. Tax and Regulatory Support. In countries where tax and regulatory updates are developed by and delivered directly from the Licensor as base code; (i) Spinnaker will provide tax and regulatory updates for the Supported Countries and related applications listed in Table C-1 of Exhibit A; (ii) such updates will include data collection and mandatory regulatory reporting for the base code of the Supported Products; and (iii) such updates may only be used as an adjunct to the Supported Products in order for the software to operate in accordance with the Licensor’s published technical documentation for the Supported Products. If no applications or countries are listed in Table D-1, Spinnaker is not responsible for providing tax and regulatory updates to Customer. For Supported Countries and jurisdictions where the Customer, while receiving maintenance from Licensor for the Supported Product, has been solely responsible for engaging third-party vendors to support tax and regulatory processing, Customer will remain solely responsible for purchasing and licensing said tax and regulatory update software from a third-party vendor to provide such software to enable proper payroll, sales, property, Internet, VAT, and use tax processing with the Supported Products during the Support Period (as defined below). Customer understands and agrees such costs and fees paid to the third-party vendor are separate from the Fees defined under this Statement of Work, and Customer is responsible for contracting directly with the third-party vendor for such updates. Customer also represents and warrants that its tax and regulatory software, whether provided by the Licensor or another third-party vendor, is currently implemented and at its most current version level; Customer tax and regulatory updates are limited to Licensor applications in use at the time of maintenance service transition to Spinnaker; New tax and regulatory requirements within a Supported Country or jurisdiction in which the Customer operates are limited to data updates, form changes, and minor configuration adjustments; and, tax and regulatory changes dictated by the authorities in a Supported Country or jurisdiction requiring that net new functionality be developed, are considered out of scope of this Statement of Work. C. Ancillary Support. Spinnaker will provide the following services to supplement the ongoing delivery and support of its Services under this Statement of Work. i. Interoperability – Spinnaker will provide advisory support including issue analysis/troubleshooting, solution recommendations, and testing assistance with interoperability issues between the Supported Products and the operating platform, including other interfacing third-party applications. ii. Cloud Migration – Spinnaker will provide advice and recommendations for the analysis and adoption of cloud strategies affecting the Support Products. iii. Virtualization – Spinnaker will provide technology advice to Customer for virtualization initiatives affecting the Supported Products. iv. Upgrade Support – Spinnaker will provide advice and recommendations for Customer’s planned upgrade to a newer release of the Supported Products, subject to Customer having all required license rights to such release. If so desired, and if the Supported Product Modules in the new release remain consistent with the Supported Product Modules defined herein, Customer may amend this Statement of Work to include the new release, without requiring further amendments. v. Performance Tuning – Spinnaker will provide performance tuning analysis, advice and recommendations for the Supported Products using proprietary and commercially available tools. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 12 of 22 vi. Database - Spinnaker will provide advisory support for the database infrastructure and related technical diagnostic services for the Supported Products. vii. Systems Administration – Spinnaker will provide technical and systems support that includes technical troubleshooting, analysis, resolution advice and recommendations for the Supported Products. viii. Software Installation Support – Spinnaker will provide advice and recommendations for the execution of installation scripts and configuration of the technical foundation software within the Supported Products during the re-installation of the software because of a reported issue with the Customer’s development, test, or production environments. ix. Software Support Lifecycle Guidance – Spinnaker will provide advice and guidance to Customer for purposes of re-engaging with the Licensor of the Supported Products for software support re- instatement, re-licensing, and associated pricing practices. 3. Service Level 1. Response Time Commitment. Customer will alert Spinnaker of a support request by submitting a ticket using Spinnaker’s Ticket Tracking System, which Customer will have access to, and Spinnaker will monitor, 24x7x365. The Customer-assigned Severity/Priority for each ticket will dictate the appropriate Service Level for the ticket as detailed in the table below. * Target Resolution Times depend on the Severity/Priority Level of each Ticket. Resolution time or Severity/Priority may be adjusted if a workaround has been established, or if Customer agrees the Severity/Priority of a Ticket can be reduced. Delays in final resolution times may occur depending on the complexity of a ticket, responsiveness of Customer users or other resources, and other prevailing matters. Notwithstanding the foregoing, Spinnaker shall work reasonably and in good faith to minimize any delay in restoration or resolution. **For P3 and P4 requests, standard business work-day coverage will be available five (5) days per week, Monday Severity/Priority Level Response Time for Contact After Ticket Entry Resolution Actions and Target Resolution Times* P1 – Critical Priority An urgent ticket that requires immediate assistance. No work-around is available. P2 – High Priority A serious ticket that requires immediate assistance. A work-around may be available. Within 15 Minutes 24x7x365 P1 tickets receive Spinnaker’s highest priority. Following first contact, action continues until resolution. Spinnaker’s support teams will engage higher level knowledge resources, escalating until resolved. Target Resolution Times* are: A. P1 – Critical Priority: Target restoration in less than 4 hours – root cause resolution within 2 days B. P2 – High Priority: Target restoration in less than 2 days – root cause resolution within 5 days P3 – Medium Priority A non-urgent ticket that requires assistance during standard business work-day coverage. P4 – Low Priority A minor ticket, a question or ticket that requires minor research or low-priority assistance during standard business work-day coverage. Same Day or Within 1 Business Day** Work begins on P3 and P4 tickets within one Business Day of receipt. Following first contact, Spinnaker’s support teams work these tickets each Business Day, until completion, and as needed, higher level knowledge resources are called upon to achieve resolution. Target Resolution Times* are: * P3 – Medium Priority: Less than 7 Days * P4 – Low Priority: Less than 10 Days DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 13 of 22 through Friday, from 8:00 AM until 5:00 PM in the local time zone(s) of the Customer’s support team location defined in Table A-1 and where the ticket originated (“Business Day”). 4. Term The initial term and all renewal terms of this Statement of Work shall be referred to as the “Support Period”. 5. Fees During the Initial Term, the fees (“Fees”) applicable for Services under this Statement of Work shall be as follows: Term of Support Period Fees Invoice Date(s) Invoice Amount(s) Year 1: Effective Date to June 30, 2024 $122,500 Upon Execution $122,500 A. Initial Term: During the Initial Term, as described in Section 5, the following activities will occur: i. Effective Date through 06/30/2023 – Onboarding and Archiving services as described in Section 2A. ii. Effective Date through 06/30/2023 - Parallel Support described as those services defined in Section 2B when such services are not readily available from the licensor. iii. 07/01/2023 through 06/30/2024 – Full support services as described in Sections 2B, 2C and 2D. B. Fees for subsequent year(s) of the Support Period shall be equal to the fees for the immediately preceding year plus 3%. C. Payment remittance shall be subject to the terms and conditions of the Agreement. D. No purchase order is required from Customer for Spinnaker to issue the invoice as noted above. 6. Delivery of Software and Maintenance & e-Delivery Taxability Spinnaker will use commercially reasonable efforts to deliver any product or operational fixes, tax, or regulatory updates or other electronic or hard copy deliverables provided under this Statement of Work (“Deliverables”) by making it available at the Customer location in Colorado/Fort Collins. 7. Customer Contacts Primary Business Contact Primary Accounts Payable Contact Name: Gerry Paul Name: Dawn Henderson Address1: P.O. Box 580 Address1: P.O. Box 580 Address2: Address2: Country: Country: City, St, Zip: Fort Collins, Colorado 80522 City, St, Zip: Fort Collins, Colorado 80522 Phone: Phone: Email: GSPaul@fcgov.com Email: invoices@fcgov.com 8. Additional Terms A. Customer Advocacy. Customer authorizes Spinnaker to use Customer personnel, as reasonably requested and available, to participate in reference discussions with prospective customers of Spinnaker. The duly authorized representatives of Spinnaker and Customer have executed this Statement of Work as of the Effective Date. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 14 of 22 Exhibit A – Statement of Work - Tables Table A-1- Common System Profile and Production Environment(s). Common System Profile Customer’s System Physical Location Fort Collins, Colorado 80522 USA Customer’s System Hosted by 3rd Party? If Yes, please list hosting company. No Customer’s Support Team Location(s) Fort Collins, Colorado 80522 USA Customer’s Support Team Spoken Language(s) ** English Remote System Access Method (Spinnaker’s Method to Customer System) Customer-based VPN Licensor Maintenance End Date 06/30/2023 Production Environment(s) JDE App Version and Tools Release Database Server and Release Version Hardware Mfg./Server Model/OS Version* PD920- Production EnterpriseOne 9.2 Tools 9.2.1.2 Oracle 12c Windows Server Platform WebLogic is the application server *These items are listed for informational purposes only. Hardware and OS support is expressly excluded from Spinnaker’s support services. **Services are provided in English language only unless otherwise noted in the Statement of Work. Table B-1 – Supported Product Modules. Supported Product Modules License Metric (Named User/Processor) License Quantity (in use) Foundation Applications: Address Book, Job Scheduler, BI Publisher, Security, Tools Named User 3200 Financial Applications: General Ledger, Job Inquiry, Supplier Master, Accounts Payable (utilizing Tungsten Networks for AP Automation), Year-end tax document generation/filing, Accounts Receivable, Purchasing, Commitment Inquiry, Encumbrances, Fixed Assets, Expense Management Named User 3200 Payroll Applications: Employee and Manager Self Service, Time Entry, Payroll Processing (including timecard automation/overtime generation), Direct Deposit, W-4 maintenance, Vertex Integration, Integration with 6 timekeeping systems, quarterly and year-end tax document generation /filing (941,945, W-2, 1099R) Named User 3200 Human Resource Applications: Employee Master, Employee Supplemental Data, Employee and Job History, Emergency Contacts, Occupational Pay Rates, Job Master, Labor Distribution, Position Control, Benefits and Retirement, Dependents, Open Enrollment, Batch Enrollment, FMLA Tracking, Organizational Charts, Future Data Revisions, Affordable Care Act with Year End tax document generation/filing, Leave Management Named User 3200 DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 15 of 22 Table C-1 – Tax and Regulatory Scope by Country. Tax and Regulatory Scope by Country Please list all instances where Customer is using the Production System and Supported Product Modules to meet tax and regulatory filing requirements through the generation of reports, forms (i.e., W-2, 1099, etc.), or through direct interface with a local regulatory authority (i.e., submitting statutory financials or e-invoicing requirements). Country (Supported Countries) Covered Product Modules - Tax or Regulatory requirement Form or Report (if applicable) USA 941, 945, W-2, 1099R, 1099NEC, 1099MISC, State SUI Reporting, 1094, 1095 (ACA), EEO Reporting EXHIBIT A STATEMENT OF WORK 2 JD EDWARDS APPLICATION AND TECHNICAL MANAGED SERVICES This Statement of Work (“SOW”) is attached to, and is made a part of, that certain Professional Services Agreement between Spinnaker Support, LLC (“Spinnaker”), and City of Fort Collins (“Customer”) (the “Agreement”). Unless explicitly stated otherwise in this Statement of Work, any capitalized terms shall have the meaning given to them in the Agreement. 1. Implemented Products. A. Production System. The Production System components in scope for support have been identified by the Customer as follows: Production Environment # 1 JD Edwards Software Release: EnterpriseOne 9.2 E1 Service Pack/Tools Release: E1 Tools vs. 9.2.1.2 Customer’s System Physical Location: USA - Fort Collins, Colorado 80522 Customer’s System Hosted by 3rd Party? If Yes, please list hosting company. No Customer’s Support Team Location(s): USA, Fort Collins, Colorado 80522 Customer’s Support Team Spoken Language(s): English E1 Enterprise Server Platform: Windows E1 Database Server Platform: Windows / Oracle Database 12c E1 Batch Server Platform: Windows E1 Deployment Server Platform: Windows E1 JAS Server Platform: Windows Remote System Access Method: (Spinnaker’s Method to Customer System) Secure Access VPN Supported Runtime Languages: English Licensor Maintenance End Date: 06/30/2023 DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 16 of 22 B. Implemented Product Modules. The Implemented Product Modules are the application modules identified by Customer and listed in the table below, limited to the Production System specified in Section 1.A. as consistent with the standard product as delivered by the Licensor. Customer acknowledges and agrees that Spinnaker will limit its Services under this Statement of Work to the listed Implemented Products. Supported JD Edwards Product Modules (List application modules requiring support) Production Environment(s) In Scope Foundation: Address Book, Job Scheduler, BI Publisher, Security, Tools 1 Financials: General Ledger, Job Inquiry, Supplier Master, Accounts Payable (utilizing Tungsten Networks for AP Automation), Year-end tax document generation/filing (1099NEC, 1099MISC), Accounts Payable, Purchasing, Commitment Inquiry, Encumbrances, Fixed Assets, Expense Management, 1 HR: Employee Master, Employee Supplemental Data, Employee and Job History, Emergency Contacts, Occupational Pay Rates, Job Master, Labor Distribution, Position Control, Benefits and Retirement, Dependents, Open Enrollment, Batch Enrollment, FMLA Tracking, Organizational Charts, Future Data Revisions, Affordable Care Act with Year-End tax document generation/filing, Leave Management. Payroll: Employee and Manager Self Service, Time Entry, Payroll Processing including timecard automation/overtime generation, Direct Deposit, W-4 maintenance, Vertex integration, Integration with 6 timekeeping systems, Quarterly and Year-end tax document generation/filing (941,945, W-2, 1099R) 1 2. Services. Customer acknowledges and agrees that Spinnaker will provide up to One Hundred Seventy Six hours (176) per year (averaging 14.66 hours per month) of TMS Services and Three Hundred Thirty Six hours (336) hours per year (averaging 28 hours per month) of AMS Services under this Statement of Work to Customer under Customer’s license agreement with the Licensor as a service provider working on Customer’s behalf, and that Spinnaker may make modifications, and recommendations for changes to the Supported Systems. The Service Hours may be used in combination to support all Services provided pursuant to this Statement of Work including: A. Technical Management Services for Configurable Network Computing (TMS CNC). Spinnaker will provide TMS CNC and/or operational functions as identified in the table(s) below for the Implemented Products. TMS CNC Services provided by Spinnaker pursuant to this Statement of Work may only be used in the number of environments listed in Section 1. Customer may make use of service updates in other systems as needed to test the updates prior to moving them into production. CNC Routine/Scheduled Services Required? (Y/N) Volume/ Frequency (e.g. 2/Month) Full Package Build and Deployment (DV, PY, PD) Y 1/Month Update Package Build and Deployment (DV, PY, PD) Y 1/Month WebDev Client Package Deployment (included with Full/Update Package Builds) Y 1/Month Environment Data Refreshes/Data Copy Y Quarterly Pristine Environment Maintenance Y Yearly General System Monitoring and Maintenance (System Logs, etc.…) Y As Needed JDE Services Monitoring (JDEQ & JDENET) Y As Needed DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 17 of 22 CNC Routine/Scheduled Services Required? (Y/N) Volume/ Frequency (e.g. 2/Month) Print Queues – Setup, Monitoring and Maintenance Y As Needed Job Queue Setup, Monitoring and Maintenance Y As Needed Server Manager System Management (Tools Release 8.97 and above) Y As Needed System Audit and Health Check Y Yearly JDE Performance Tuning/Optimization Y Yearly Technical Support Y As Needed CNC One-Time/Periodic Services Required? (Y/N) Volume/ Frequency (e.g. 2/Year) System Audit and Health Check Y Yearly JDE Performance Tuning/Optimization Y Yearly CNC Temporary Coverage (Vacation, after-hours, temporary) Y As Needed CNC Mentoring/Training (ongoing guidance included) Y As Needed Logic Monitor Setup and Maintenance Y As Needed B. System and Network Monitoring. Customer is entitled to receive system and network monitoring, powered by LogicMonitor, which may be configured for up to ten (10) devices to be defined by Customer. LogicMonitor is Spinnaker’s system monitoring and notification solution designed to detect and alert recipients (subscribers) in real-time, of any pre-configured thresholds over devices identified within the Customer systems. These alerts function in a pro-active manner, allowing system engineers and technical JD Edwards experts to be more effective and efficient in identifying potential threats and issues across the system architecture, namely the JDE systems. LogicMonitor runs on Windows, Linux and Unix systems. The LogicMonitor product includes two components; 1) a Collector that is installed on a server inside the customer’ network, and 2) the LogicMonitor cloud which provides a secure web interface for configuring and reviewing data collected by LogicMonitor. The Collector polls target devices, using local accounts, then sends the collected data to the LogicMonitor data center via a direct, secured communications channel. Information from the named devices is used to monitor, detect and send system data to the LogicMonitor hub that will then send appropriate alerts to subscribing recipients. Installation is nonintrusive, as the sensor is read-only, installs as a user process, and makes no changes to the system software. The purpose of this solution is to provide JD Edward technical engineers the additional monitoring over their supported systems. System Monitoring Assumptions: i. With Customer approval, Spinnaker will be responsible for the installation of the LogicMonitor solution within Customer’s environment. Spinnaker will provide knowledge to Customer during the installation. Once installed, Spinnaker will support the LogicMonitor solution and administration. Any changes to the configuration and/or related solution will be documented using Spinnaker’s Ticket Tracking System as described in Section 3 of this SOW. ii. Spinnaker estimates it will take 3-5 days to complete the installation and configuration (go-live) iii. Customer acknowledges and agrees that installation requires a qualified resource with appropriate System Administrator access to each of the monitored devices, and the following minimum technical requirements. • RAM: 4GB • Disk: 200MB • Outbound TCP/UDP to the LogicMonitor Datacenter (specific IP and ports will be defined by Customer) DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 18 of 22 Upon completion of this SOW, Spinnaker will deactivate and uninstall the LogicMonitor solution and provide written confirmation to Customer that the deinstallation is complete. C. Application Managed Services (AMS) Spinnaker will provide Application Managed Services (AMS) including support for small projects related to enhancements and code changes to the Implemented Products. AMS includes programming hours and functional business analyst hours to support design and testing for developed objects, as requested. Unless otherwise waived by Customer in whole or in part, Spinnaker will unit test code changes (perform module testing) and Quality Assurance testing in accordance with reasonable unit and QA practices prior to submitting to Customer for final testing and approval for the implementation to Production. 3. Service Level. A. Response Time Commitment. Customer will alert Spinnaker of a support request by submitting a ticket using Spinnaker’s Ticket Tracking System, which Customer will have access to, and Spinnaker will monitor, 24x7x365. The Customer-assigned Severity/Priority for each ticket will dictate the appropriate Service Level for the ticket as detailed in the table below. Severity/Priority Level Response Time for First Live Contact After Ticket Entry Resolution Actions and Target Resolution Times* P1 – Critical Priority An urgent ticket that requires immediate assistance. No work-around is available. Within 15 Minutes, 24x7x365 P1 and P2 tickets receive Spinnaker’s highest priority. Following first contact, action continues until resolution. Spinnaker’s support teams will engage higher level knowledge resources, escalating until resolved. Target Resolution Times* are: C. P1 – Critical Priority: Target restoration in less than 4 hours – root cause resolution within 2 days D. P2 – High Priority: Target restoration in less than 2 days – root cause resolution within 5 days P2 – High Priority A serious ticket that requires immediate assistance. A work-around may be available. P3 – Medium Priority A non-urgent ticket that requires assistance during standard business work-day coverage Same Day or Within 1 Business Day** Work begins on P3 and P4 tickets within one Business Day of receipt. Following first contact, Spinnaker’s support teams work these tickets each Business Day, until completion, and as needed, higher level knowledge resources are called upon to achieve resolution. Target Resolution Times* are: • P3 – Medium Priority: Less than 7 Days • P4 – Low Priority: Less than 10 Days P4 – Low Priority A minor ticket, a question or ticket that requires minor research or low-priority assistance during standard business work-day coverage. * Target Resolution Times depend on the Severity/Priority Level of each Ticket. Resolution Time or Severity/Priority may be adjusted if a workaround has been established, or if Customer agrees the Severity/Priority of a Ticket can be reduced. Delays in final resolution times may occur depending on the complexity of a ticket, responsiveness of Customer users or other resources, and other prevailing matters. ** For P3 and P4 requests, standard business work-day coverage will be available five (5) days per week, Monday through Friday, from 8:00 AM until 5:00 PM in the local time zone(s) of the Customer’s support team location defined in Table A-1 and where the ticket originated (“Business Day”). 4. General Assumptions and Responsibilities A. Change Orders or SOW Amendments shall be requested in writing, mutually agreed to and signed by both Spinnaker and Customer; they will be effective as of a specified month-beginning date for subsequent months of service under this SOW and will be carried forward to future Support Period renewals. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 19 of 22 B. If the actual work, or the complexity of the work, required by Spinnaker significantly exceeds the Services as defined above, Spinnaker reserves the right to request a Change Order or SOW Amendment to adjust scope. C. Customer will provide initial knowledge transfer to Spinnaker support team related to Customer’s use of the Implemented Products and Customer’s prior support practices. D. Customer will provide the necessary network, system and JD Edwards security access for Spinnaker to perform Services. This includes and is not limited to a Test Environment (e.g. PY in E1) access with business data that reflects reasonably current production data, with capability to review configuration setup data, and interactive and batch program version data sufficient for Spinnaker Support analysts to evaluate the impacts of processing options, data selection, or sequencing on Customer users’ activities and application processing. E. Customer will make available internal subject matter experts when needed, including for acceptance testing and signoff for any changes to the Implemented Products, before migration of changes to Production. F. Customer will use Spinnaker’s ITSM ticket tracking system for all support requests. Spinnaker will provide monthly reporting of ticket activity and utilization. G. Customer will be responsible for overall service coordination internally and externally. H. Maintenance support is specifically excluded from the scope of this Statement of Work. Customer is responsible for Maintenance support with the Licensor (unless a Statement of Work with Spinnaker Support for such Maintenance Services is then in effect), and Customer remains responsible to report errors, issues, or bugs, and to log Maintenance support requests to the Licensor. Customer is responsible to download any required software patches and updates (e.g. electronic software updates (ESUs), ASUs, Tools Releases, etc.) from the Licensor. Spinnaker will provide advice and recommendations regarding identification of issues or bugs for reporting to Licensor. I. Customer remains responsible for maintenance of their JDE customizations. Spinnaker will provide technical CNC troubleshooting assistance for issues found in the JDE customizations. J. Customer remains responsible for maintenance of Integrations and Interfaces. Spinnaker will provide technical CNC troubleshooting assistance for issues found in the interfaces and integrations where there is an in-bound or out-bound touch point to the Implemented Product Modules. K. Spinnaker will work proactively with Customer to address any identified services or needed functionality that is deemed out-of-scope utilizing Spinnaker’s Statement of Work process. L. No travel is required; fees for services excludes travel, and out of pocket expenses; where an on-site presence is mutually agreed to by both parties in writing, customary travel and expense reimbursements will apply. M. Performance of daily or periodic transactions, including master data or configuration changes and other activities that impact Customer Production Data remain the responsibility of the Customer. Customer and Spinnaker agree these activities are out of scope for Spinnaker Support. N. Any activity or deliverable not defined in 2. Services is considered out of scope and will be performed under a separate Statement of Work and price structure. 5. Term. The initial term and all renewal terms of this Statement of Work shall be referred to as the “Support Period”. 6. Fees. The fees applicable for Services under this Statement of Work shall be as follows: A. Initial Term Fees Term of Support Period Amount (USD) Year 1: Effective Date to June 30, 2024 $67,397 DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 20 of 22 B. Fees include up to One Hundred Seventy-Six hours (176) per year (averaging 14.66 hours per month) of TMS Services and Three Hundred Thirty Six hours (336) hours per year (averaging 28 hours per month) of AMS Services prepaid Service Hours as defined in Section 2 above C. Unused hours will expire at the end of each support year and will not rollover to any future support years or Terms. D. Service Fees: If additional work outside the scope of this SOW is required/requested, Spinnaker will not proceed on the work until a mutually agreed upon change order is finalized. Customer may purchase additional hours in prepaid buckets of 50-hour increments, the rate will remain at $120 per hour. Any additional pre-approved hours that are not pre-paid will be invoiced monthly in arrears at the rate of $144 per hour E. System and Networking Monitoring Fees: Fees include LogicMonitor install and configuration for up to 10 (ten) monitored items/events Customer may purchase additional LogicMonitor licenses (monitored items/events) at a cost of $75 per quarter for each additional license F. Fees for subsequent year(s) of the Support Period shall be equal to the fees for the immediately preceding year plus 3% G. Unless otherwise specified, invoicing for the first year of support will occur upon execution of this Statement of Work and payment remittance is subject to the terms and conditions of the Agreement. Invoicing for any subsequent years of support will occur in advance of the anniversary date of this Agreement. 7. Customer Contacts. Primary Business Contact Primary Accounts Payable Contact Name: Gerry Paul Name: Dawn Henderson Address1: P.O. Box 580 Address1: P.O. Box 580 Address2: Address2: Country: U.S.A. Country: U.S.A. City, St, Zip: Fort Collins, Colorado 80522 City, St, Zip: Fort Collins, Colorado 80522 Phone: Phone: Fax: Fax: Email: GSPaul@fcgov.com Email: invoices@fcgov.com 8. Transition Period. Customer acknowledges that Spinnaker requires at least a thirty (30) day period of overlap with Customer resources who have current knowledge of the Implemented Products and Services in order to conduct an effective on-boarding and knowledge transition process. Additional transition activities include those for customer system access and security, use of Spinnaker’s Ticket Tracking System, mutual exchange of contact information, and exchange of requisite documentation; these are planned to be accomplished within the Transition Period. Customer shall participate in the on- boarding process to assess and document Customer’s operational use of the Implemented Products, implement system access methods, and review Customer’s environment in order to facilitate an effective transition process for Spinnaker to perform the Services under this Statement of Work. 9. Additional Terms A. Customer Advocacy. Customer authorizes Spinnaker to use Customer personnel, as reasonably requested and available, to participate in reference discussions with prospective customers of Spinnaker. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 21 of 22 EXHIBIT B INSURANCE REQUIREMENTS The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and at its own expense. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on the Professional 's Commercial General Liability and Errors & Omissions insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Professional shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 limits for bodily injury and property damage. C. Automobile Liability. A utomobile Liability has been waived per the Waiver signed by Professional This work will be delivered remotely. D. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. In the event any work is performed by a subcontractor/subconsultant, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A Official Purchasing Document Last updated 1/2023 Professional Services Agreement RFP 9795 Professional Technical Service Assistance for JD Edwards Enterprise One Page 22 of 22 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need- to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A EXHIBIT CERTIFICATE OF EXEMPTION FROM VEHICLE LIABILITY INSURANCE AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, Matt Stava , as an owner ☒/ member ☐/ partner ☐/ stockholder ☐ (check one) in Spinnaker Support LLC (insert business name), a Sole Proprietorship ☐/ Limited Liability Company ☒/ Partnership ☐/ Corporation ☐ (check one), with a principal address of 5445 DTC Parkway Suite 850 Greenwood Village, Colorado 80111, certify to the City of Fort Collins, Colorado (the “City”) that the aforementioned business will not utilize any motor vehicles in the course of providing services to the City. On behalf of said business and its officers, agents, insurers, heirs, legal representatives, successors and assigns (collectively the “Business”), I warrant that I have full authority to execute this Certificate on behalf of the Business. I warrant the Business understands and complies with the motor vehicle insurance requirements as required by law. If the nature of the Business’s work for the City changes in such a manner that vehicles will be used in the provision of services to the City, the Business shall provide the City with a Certificate of Insurance evidencing proof of Vehicle Liability Insurance coverage in the amount of $1,000,000 with the City as a named additional insured. The Business shall provide such Certificate of Insurance prior to utilization of any vehicles in the provision of services to the City. On behalf of the Business, I acknowledge the Business shall maintain at all times vehicle insurance in accordance with minimum requirements as required by law. The Business does hereby waive, release and forever discharge and hold harmless the City, its officers, employees, agents and insurers from any and all liability, damages, claims, causes of action and demands with respect to any bodily injury, personal injury, illness, death, and property damage that arises from the performance of the Agreement, either in law or equity, whether caused by the negligence or breach of contract of the City its officers, employees, agents and insurers or otherwise. The Business also understands that the City, its officers, employees, agents and insurers do not assume any responsibility for, or obligation to, provide the Business with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of any bodily injury, personal injury, illness or death The Business agrees to defend, indemnify, and hold harmless the City from any and all such claims. By signing this Certificate, the Business acknowledges that it is responsible and liable for all vehicle-related liabilities, and further requests the City waive its requirement of Vehicle Liability Insurance. BUSINESS: By: Printed: Title: Date: DocuSign Envelope ID: 303748DF-EF16-4CCA-B0A2-3E24E67D12D4 June 9, 2023 Chairman and CEO Spinnaker Support, LLC Matt Stava DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 8110 E Union Avenue Suite 100 Denver CO 80237 (303) 414-6000 Spinnaker Support LLC 5445 DTC Parkway, Suite 850 Greenwood Village, CO 80111 Chubb National Insurance Company 10052 Federal Insurance Company 20281 Great Northern Insurance Company 20303 Scottsdale Insurance Company 41297 Lloyd's Syndicate 2623 (Beazley Furlonge Limited) X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 9,000,000 9,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Cyber/Tech E&O Excess Cyber/Tech E&O Limits: $2,000,000 Limits: $3,000,000 C 7362-9156 7/26/2022 7/26/2023 A D98206280 7/26/2022 7/26/2023 D WG00003710AC 7/26/2022 7/26/2023 E ESKI3440110 7/26/2022 7/26/2023 B 7819-70-45 7/26/2022 7/26/2023 A 7183-5992 7/26/2022 7/26/2023 7/26/2023 1474779 Y N N N N N N 6/16/2023 N N 19660733 19660733 XXXXXXX City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins CO 80522 The City of Fort Collins is included as Additional Insured as respects General Liability if required by written contract. X DocuSign Envelope ID: 38416984-ACB0-4D84-ACCE-B0C1BEA93C3A