HomeMy WebLinkAbout278986 AMX; 374552 FUJITSU; 434927 DENOVO - CONTRACT - RFP - P1051 JD EDWARDS APPLICATION CONSULTING (2)PROFESSIONAL SERVICES AGREEMENT
WORK ORDER TYPE
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 Fujitsu Consulting Inc., hereinafter referred to as "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
any project Work Orders for P1051 JD Edwards Application Consulting, issued by the City. A blank
sample of a work order is attached hereto as Exhibit "A", consisting of one (1) page and is
incorporated herein by this reference. The City reserves the right to independently bid any project
rather than issuing a Work Order to the Professional for the same pursuant to this Agreement.
2. The Work Schedule. The services to be performed pursuant to this Agreement shall
be performed in accordance with the Work Schedule stated on each Work Order.
3. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the
essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto.
4. Contract Period. This Agreement shall commence March 1, 2007, and shall continue
in full force and effect until February 29, 2008, 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. The Denver Boulder Greeley CPIU published by the
Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall
be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end.
stdwopsa rev 09/01 /06
THE CITY OF FORT COLLINS, COLORADO
Papies B. O'Neill II, CPPO, FNIGP
trector of Purchasing & Risk Management
Title: 1/11
CORPORATE
Date: 3- Z 7- 0 7
ATTEST:
a� AV P - (Corporate Seal)
Corporate Secretary
IDENT
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EXHIBIT "A"
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
Fujitsu Consulting Inc.
DATED:
Work Order Number:
Purchase Order Number:
Project Title:
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
Acceptance
Professional agrees to perform the services
identified above and on the attached forms in
accordance with the terms and conditions
contained herein and in the Professional Services
Agreement between the parties. In the event of a
conflict between or ambiguity in the terms of the
Professional Services Agreement and this work
order (including the attached forms) the
Professional Services Agreement shall control.
Professional
By:
Date:
User
The attached forms consisting of _ U pages
are hereby accepted and incorporated herein, by
this reference, and Notice to Proceed is hereby
given.
City of Fort Collins
By:
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing and Risk Management
(over$30,000.00)
Date:
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EXHIBIT B
RATE SCHEDULE
Financial Application Resources $145/hour
Human Capital Management Application Resource $165/hour
Asset Life Cycle Management $145/hour
Technical Development
$130/hour
There is no additional charge for off -hours support; the normal billable rates listed above
will apply.
If the City exceeds $100,000 during a calendar year for any of the combined services
listed above, Fujitsu will discount the rates listed above by an additional $5 per hour off
the quoted rate.
On -site expenses incurred by Fujitsu personnel for consulting or training to be charged to
City of Fort Collins as follows:
• Local travel, incidental expenses, and meal per diem per IRS guidelines (currently
$44.00).
• Air travel time at consultant's full rate one way per the Official Airline Guide.
• All other travel expenses outside of a reasonable driving distance including but
not limited to: airfare, airport parking, travel to and from the airport, taxis, car
rentals, and hotel accommodations.
WOPSA 05/01 2
EXHIBIT C
SCOPE OF WORK
The following inclusive list is intended to define the scope of the services that are most
likely to be requested during the length of the contract. There could be other, unidentified
Enterprise One services required.
Focused Services
➢ Finance
o General Ledger
o Chart of Accounts
o Accounts Payable
o Accounts Receivable
o Fixed Assets
o Purchasing
o Budget
o Job Cost
➢ Human Capital Management (Human Resources and Payroll)
o Payroll
o Time and Labor
o Human Resources
o Benefits
o Global Leave Administration
o Manager and Employee Self Service
o Benefit Enrollment Self Service
o Applicant Tracking
o Training Tracking
o Position Control
o Workflow
➢ Enterprise Asset Management (also known as Asset Lifecycle Management)
➢ Enterprise Report Writing
➢ JDE Development Tool
Current Environment
EnterpriseOne Environments
We are on JDE EnterpriseOne 8.11 SP1 with tools release 8.95—F1.
We currently have the following E8.11 SP1 environments:
➢ PD811 Production
➢ PY811 Prototype
➢ DV811 Development
➢ PS811 Pristine
➢ JPD811 Web Production
➢ JPY811 Web Prototype
➢ JDV811 Web Development
Users
➢ Total — 2200
➢ Concurrent — 50 — Note: This will change with the implementation of self service
this year.
WOPSA 05/01 3
EXHIBIT D
CONTRACT RESPONSE MECHANISM
Contract award does not guarantee any minimum amount of dollars or hours for any of
the vendors selected. The City is awarding contracts to multiple vendors in order to
contract with varying skill sets and/or to gain additional scheduling flexibility. The highest -
ranked proposer will serve as the Primary Contractor, the second -highest ranked
proposer will serve as the Secondary Contractor, and the third -highest ranked proposer
will serve as the Tertiary Contractor. As a standard practice, it is the intent of the City
that, as the need for JD Edwards Application Consulting arises, the City would contact
the three contractors regarding the specifics of the need. If the Primary Contractor is
able to meet that need with sufficient qualified resources in the time frame required, the
Primary Contractor receives the Work Order. If not; if the Secondary Contractor is able
to meet that need with sufficient qualified resources in the time frame required, the
Secondary Contractor receives the Work Order. If not; if the Tertiary Contractor is able
to meet that need with sufficient qualified resources in the time frame required, the
Tertiary Contractor receives the Work Order. If none of the contractors are able to meet
the need, other contractors would be contacted.
When contacted by the City of Fort Collins Project Manager (either by phone or by e-
mail) with a request, Contractors are asked to respond back with the following:
• Person available (their resume should already be on file with us)
• When they are available
Long writeups are not necessary unless specifically requested by the Project Manager.
Primary Contractor:
Secondary Contractor:
Tertiary Contractor:
AMX International
Fujitsu Consulting Inc.
Denovo, LLC
WOPSA 05/01
MARSH 1 n:rl
�k - CERTIFICATE NUMBER
- - -gl�,
d P SEA-001012632-01
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIONONLYAND CONFERS
MARSH RISK & INSURANCE SERVICES NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
P. O. BOX 193880 POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
SAN FRANCISCO, CA 94119-3880 AFFORDED BY THE POLICIES DESCRIBED HEREIN.
CALIFORNIA LICENSE NO. 0437153
COMPANIES AFFORDING COVERAGE
COMPANY
02107-FUJI-CON-06-07 A TOKIO MARINE & NICHIDO FIRE INS. CO. LTD (US BRANCH)
-
INSURED
COMPANY
FUJITSU CONSULTING, INC. B N/A
343 THORNALL STREET
EDISON, NJ 08837 COMPANY
C N/A
COMPANY
D N/A
. TtFl$Q� k pIF1yp e '- , ,.. IEt ntoph" l 0,Oi >
a aW .
-
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED,
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAYBE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
r___.
CO
LTR
TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE
POLICY EXPIRATION
LIMITS
DATE (MM/DD/YY)
DATE (MM/DD/YY)
A
GENERALLIABILITY
CLL4161992
06/01/06
06/01/07
GENERAL AGGREGATE
$ 2,000,000
. X COMMERCIAL GENERAL LIABILITY
PRODUCTS - COMP/OP AGG
$ 2,000,000
CLAIMS MADE X� OCCUR
PERSONAL & ADV INJURY
$ 1,000,000
EACH OCCURRENCE
OWNERS & CONTRACTOR'S PROT
$ 1,000,000
_
FIRE DAMAGE (Any one fire)
$ 1,000,000
MED EXP An one mon
$ 10,000
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
$
ANY AUTO
ALLOWNEDAUTOS
BODILY INJURY
$
_.
SCHEDULED AUTOS
(Perpenon)
_
HIRED AUTOS
BODILY INJURY
$
NON-OWNEDAUTOS
(Peraccident)
- -
_ _- -- - — - - ---
PROPERTY DAMAGE
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT__
$
ANY AUTO
_OTHER THAN AUTO ONLY _
T _
- --- -----
_ EACH ACCIDENT
AGGREGATE
$
EXCESS LIABILITY
EACH OCCURRENCE :$
UMBRELLA FORM
'AGGREGATE
- _-
$
OTHER THAN UMBRELLA FORM
-- -__-$
- -
WORKERS COMPENSATION AND
WC STATU- OTH-
EMPLOYERS' LIABILITY
TORY LIMITS ER
_
EL EACH ACCIDENT
$
THE PROPRIETOR/ PARTNERS/EXECUTIVE INCL
-
EL DISEASE -POLICY LIMIT I
$
OFFICERS ARE: EXCL
EL DISEASE -EACH EMPLOYEE
$
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
THE CITY OF FORT COLLINS, COLORADO, ITS OFFICERS AND EMPLOYEES ARE ADDITIONAL INSUREDS AS RESPECTS LIABILITY ARISING OUT
OF THE WORK PERFORMED BY THE NAMED INSURED AS PER WRITTEN CONTRACT.
# TI( fCJ►TE N4LClR
CANCELLATION
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
CITY OF FORT COLLINS, PURCHASING
THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE
ATTN: ED BONNETTE
CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
P.O. BOX 580
LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE
FORT COLLINS, CO 80522
ISSUER OF THIS CERTIFICATE
MARSH USA INC.
BY: Michael Finigan xfwlwor ,v
MM1(3102) VALID AS OF: _03/27/07
5. Early Termination by City/Notice. Notwithstanding the time periods contained herein,
the City may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the
termination date contained in said notice unless otherwise agreed in writing by the parties. All
notices provided under this agreement shall be effective when mailed, postage prepaid and sent to
the following address:
Professional: City: With Copy to:
Fujitsu Consulting Services, Inc. City of Fort Collins, MIS City of Fort Collins, Purchasing
Attn: Scott Price, Account Attn: Michelle McDonough Attn: Ed Bonnette
Executive P.O. Box 580 P.O. Box 580
100 Cheshire Lane, Suite 300 Fort Collins, CO 80522 Fort Collins, CO 80522
Minnetonka, MN 55305
In the event of any such early termination by the City, the Professional shall be paid for services
rendered prior to the date of termination subject only to the satisfactory performance of the
Professional's obligations under this Agreement. Such payment shall be the Professional's sole right
and remedy for such termination.
6. Design, Project Insurance and Insurance Responsibilitv. Subject to Section 19
hereof, 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 shall indemnify, save and hold harmless the City its officers and employees, in
accordance with Colorado law, from all damages whatsoever claimed by third parties against the
City and for the City's costs and reasonable attorney's fees arising directly or indirectly out of claims
asserted by any unaffiliated third party based on the Professional's negligent performance of any of
the services furnished under this Agreement. The Professional shall maintain commercial general
liability insurance in the amount of $500,000 combined single limits and errors and omissions
insurance in the amount of N/A.
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7. Compensation. In consideration of services to be performed pursuant to this
Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis
designated in Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by
this reference. At the election of the City, each Work Order may contain a maximum fee, which shall
be negotiated by the parties hereto for each such Work Order. 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. Final payment shall be made following acceptance of the work by the City.
Upon final payment, all designs, plans, reports, specifications, drawings, and other services
rendered by the Professional shall become the sole property of the City.
8. City Representative. The City will designate, prior to commencement of 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.
9. Monthly Report. Commencing thirty (30) days after the Notice to Proceed is given on
any Work Order and every thirty days thereafter, 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.
10. Independent Contractor. The services to be performed by 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 Professional's compensation hereunderforthe payment of
FICA, Workers' Compensation, other taxes or benefits or for any other purpose.
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11. 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.
12. Acceptance Not Waiver. Subject to the provisions of this Agreement, the City's
approval of drawings, designs, plans, specifications, reports, and incidental work or materials
furnished hereunder shall not 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.
13. 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.
14. Remedies. In the event a party has been declared in default, such defaulting party
shall be allowed a period of ten (10) days within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek
damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail
himself of any other remedy at law or equity. If the non -defaulting party commences legal or
equitable actions against the defaulting party, the defaulting party shall be liable to the
non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred
because of the default.
15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers, employees,
agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal
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representatives, successors and assigns of said parties.
16. Law/Severability. The laws of the State of Colorado shall govem the construction,
interpretation, execution and enforcement of this Agreement. 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.
17. Prohibition Against Employing Illegal Aliens. This paragraph shall apply to all
Contractors whose performance of work under this Agreement does not involve the delivery of a
specific end product other than reports that are merely incidental to the performance of said work.
Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that:
A. As of the date of this Agreement:
1. Contractor does not knowingly employ or contract with an illegal alien; and
2. Contractor has participated or attempted to participate in the basic pilot
employment verification program created in Public Law 208, 104th
Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of
Homeland Security (the "Basic Pilot Program") in order to verify that
Contractor does not employ any illegal aliens.
B. Contractor shall not knowingly employ or contract with an illegal alien to
perform works under this Agreement or enter into a contract with a
subcontractor that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform worts under this
Agreement.
C. Contractor shall continue to apply to participate in the Basic Pilot Program and
shall in writing verify same every three (3) calendar months thereafter, until
Contractor is accepted or the public contract for services has been completed,
whichever is earlier. The requirements of this section shall not be required or
effective if the Basic Pilot Program is discontinued.
D. Contractor is prohibited from using Basic Pilot Program procedures to
undertake pre -employment screening of job applicants while this Agreement is
being performed.
E. If Contractor obtains actual knowledge that a subcontractor performing worts
under this Agreement knowingly employs or contracts with an illegal alien,
Contractor shall:
1. Notify such subcontractor and the City within three days that Contractor
has actual knowledge that the subcontractor is employing or contracting
with an illegal alien; and
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2. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to this section the subcontractor
does not cease employing or contracting with the illegal alien; except that
Contractor shall not terminate the contract with the subcontractor if during
such three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with an illegal
alien.
F. Contractor shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the "Department') made in the course
of an investigation that the Department undertakes or is undertaking pursuant
to the authority established in Subsection 8-17.5-102 (5), C.R.S.
G. If Contractor violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this
Agreement. If this Agreement is so terminated, Contractor shall be liable for
actual and consequential damages to the City arising out of Contractor's
violation of Subsection 8-17.5-102, C.R.S.
H. The City will notify the Office of the Secretary of State if Contractor violates this
provision of this Agreement and the City terminates the Agreement for such
breach.
18. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "C", consisting of one (1)
page, and Exhibit "D", consisting of one (1) page, attached hereto and incorporated
herein by this reference.
19. Warranties, Disclaimers, Limitations. With respect to any deliverable or other
services, excluding any materials provided by the City or any third party, Professional
warrants for a period of thirty (30) days following final acceptance by the city of the particular
deliverable or the performance of such other services (the "Warranty Period") that (a) the
applicable services rendered hereunder will be performed by qualified personnel and (b) the
deliverable or services will materially conform to the specifications, if any, and/or acceptance
criteria, if any, for the specific corresponding deliverables or services as set forth and agreed
to in the applicable work schedule (or other document serving a similar function). In the
event that any deliverable or service fails to conform to the foregoing warranties in any
material respect, Professional, at its expense, shall have the right and obligation to cure
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such failure as soon as reasonably practical. If Professional is unable to cure such failure
within a reasonable period of time, the City may pursue its remedy at law to recover direct
damages resulting from the breach of the limited warranties, subject to the limitations set
forth in Section 14 hereof. These remedies are the exclusive remedies and Professional's
only obligation for breach of the warranties contained in this Section. The foregoing
warranties are expressly conditioned upon (i) the City providing Professional with prompt
written notice during the Warranty Period of any claim hereunder, which notice must identify
with particularity the non -conformity; (ii) the City's cooperation with Professional in all
reasonable respects relating thereto, including assisting Professional to locate and
reproduce the non -conformity; and (iii) with respect to any deliverable, the absence of any
alteration or other modification of such deliverable by anyone other than Professional. The
foregoing warranties will not apply if the alleged breach of warranty is due to third party
hardware, software and any other services or goods supplied by third parties (including the
City) not conforming to their respective technical, functional and performance specifications
and criteria, and Professional shall have no liability or obligation as a result thereof.
Professional does not warrant and is not responsible for the products or services of any third
party.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, PROFESSIONAL DOES NOT
MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH
WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ORANY WARRANTY
FROM COURSE OF DEALING OR USAGE OF TRADE.
In the event that the City asserts any claim for warranty services hereunder and such
claim relates to any matter that is determined not to be Professional's responsibility
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hereunder (including any problem with the City's computer hardware or the software that
was not caused by any services performed by the Professional), the City will be responsible
to pay Professional for all evaluation, correction or other services performed by Professional
relating to such claim on a time and materials basis at Professional's then standard billing
rates.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR
ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS,
SAVINGS OR BUSINESS, OTHER THAN AMOUNTS DUE AND PAYABLE TO
PROFESSIONAL) OR LOSS OF RECORDS OR DATA, EVEN IF SUCH PARTY HAS
BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH
DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY.
Except for any indemnification liability of Professional under Section 6 hereof, in no
event shall the liability of Professional to the City arising out of, related to or in connection
with this Agreement, the services or any deliverables exceed, in the aggregate, the total fees
paid by the City to Professional during the preceding twelve month period under the
applicable work schedule (or other document serving a similar function) for the particular
services or deliverable to which such liability relates.
The limitations set forth above shall apply whether in an action based on contract,
warranty, strict liability, statute or tort (including, without limitation, negligence) or otherwise.
The parties agree that this Agreement is solely for the benefit of the parties hereto and no
provision of this Agreement shall be deemed to confer upon any other person or entity any
remedy, claim, liability, reimbursement, cause of action or other right whatsoever. The
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parties have agreed that the limitations specified in this Section 19 will survive and apply
even if any limited remedy specified in this Agreement is found to have failed of its essential
purpose; represents an allocation of risk between the parties; and is an essential and
material part of this Agreement.
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