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HomeMy WebLinkAboutRFP - 8447 JD EDWARDS ENTERPRISEONE MANAGED SERVICES (3)Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 1 of 19 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 DENOVO VENTURES 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 any project Work Orders for JD Edwards Managed Services, 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. A general scope of services is attached hereto as Exhibit “B", Managed Services Statement of Work, consisting of nine (9) pages 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. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. 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, 2017, and shall continue in full force and effect until February 28, 2022, unless sooner terminated as herein provided. 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 ninety (90) 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: DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 2 of 19 Professional: City: Copy to: DENOVO VENTURES LLC Attn: Mark Adolph 6400 Lookout Road, Suite #101 Boulder, CO 80301 City of Fort Collins Attn: Glen Shirey PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services as per section 2. of Exhibit B. 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 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 the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit C, consisting of one (1) page, attached hereto and incorporated herein. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis designated in Exhibit "B", consisting of nine (9) page(s), 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. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 3 of 19 such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 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. 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. 11. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit B, Statement of Work without the prior written consent of the city, which shall 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 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 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 and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors 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 “C”, 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). 12. 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. 13. Acceptance Not Waiver. 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 DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 4 of 19 construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 14. 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. 15. 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. 16. 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 representatives, successors and assigns of said parties. 17. Law/Severability. The laws of the State of Colorado shall govern 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. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify 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 “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 5 of 19 c. The Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 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 the Professional 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. e. The Professional 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. f. If the Professional 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, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 20. 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. 21. Limitation of Liability. Unless otherwise specifically stated in the Agreement the following limitations of liability and disclaimers of warranties shall apply to the Agreement: a. If Professional shall be liable to the City for any matter relating to or arising from the agreement based upon an action or claim in contract or warranty, the aggregate DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 6 of 19 amount of damages recoverable against Professional with respect to any and all breaches, performance, nonperformance, acts or omissions hereunder will not exceed the aggregate amount of fees actually paid by the City to Denovo under this Agreement. b. In no event shall either party or its personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) nor shall they be liable for any claim or demand against the other party by any third party except as otherwise specifically stated herein. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. c. No action, regardless of form, arising under or relating to the Agreement, may be brought by either Party more than one year after the event giving rise to the cause of action has occurred, except that an action for non-payment may be brought by a Party not later than one year following the date of the last payment due to such Party hereunder. d. The exclusions and limitations of liability under the Agreement will operate to the benefit of Professional’s subcontractors under the Agreement to the same extent that such provisions operate to the benefit of Professional. Any limitations of liability hereunder will be computed for Professional and its subcontractors in the aggregate. Professional’s subcontractors shall be deemed third-party beneficiaries of this Section. e. Except as otherwise specifically set forth in the Agreement, Professional makes no representations or warranties, express, implied, statutory, or otherwise, and Professional cannot and does not guaranty any result or the effectiveness of the Services, Work Products, or other goods sold or software licensed hereunder. Any Services, Work Product, or other goods sold or software licensed hereunder are provided “as is,” and any implied warranty, including without limitation any implied warranty of merchantability or fitness for a particular purpose is expressly disclaimed. DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 7 of 19 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: DENOVO VENTURES LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Tom Connolly EVP 3/1/2017 Senior Assistant City Attorney 3/1/2017 City Clerk Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 8 of 19 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DENOVO VENTURES LLC DATED: February 9, 2017 Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: JD Edwards CNC Managed Services Scope of Services: Professional Services, Consulting and Managed Services The 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. The attached forms consisting of ___ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. DENOVO VENTURES LLC By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS By:_________________________________ Project Manager Date: ______________________________ By: _______________________________ Gerry Paul Purchasing Director (over $60,000.00) Date: ____________________________ DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 9 of 19 EXHIBIT B MANAGED SERVICES STATEMENT OF WORK This MANAGED SERVICES STATEMENT OF WORK (“Managed Services SOW”), is incorporated into the attached Professional Services Agreement by and between DENOVO VENTURES LLC, a Colorado limited liability company (“Denovo”), and City of Fort Collins, a Colorado Public Entity (the “Client”) (each a “Party” and together the “Parties”). This Statement of Work outlines the performance by Denovo of certain Managed Services, described herein. This Statement of Work provides details of the Services, Definitions, Service- specific terms, the responsibilities of the parties, one-time and recurring fees, and the Change Control Process. Effective Date: March 1, 2017 Delivery Period: March 1, 2017 through February 28, 2022 1. Definitions. As used in this Statement of Work the following terms shall have the respective meanings set forth therein. Other terms used in this Statement of Work are defined in the context in which they are used and shall have the meanings therein indicated. i. Agreement. Each SOW and/or Work Order Document(s) combined with the Professional Services Agreement shall constitute an independent contract ii. Change. The addition, subtraction or change to any Services related to the SOW; a change that results in increased or reduced fees for applicable Services; and changes to the Service Levels not agreed to as part of the Statement of Work iii. Change Order Process. The process by which Changes are made to the Services and more fully described in this Statement of Work iv. Change Order Request or COR. The form the Parties will use to communicate changes to the Services. The Change Order Process is defined in this Statement of Work. v. Customer Care Portal. A web based service that allows Clients to report problems, request information and view system metrics vi. Incident. An unplanned interruption or reduction in the quality of Services that adhere to severity levels set forth in this Statement of Work vii. Initial Term. The period effective from the primary Service Start Date to the planned Services termination date viii. In-Scope. Services that are covered under the base agreement between Denovo and Client ix. Out-Of-Scope. Services that are NOT defined as Services under the base agreement between Denovo and Client, and that may require an additional Statement of Work x. Service. Generally, all of the services Denovo agrees to provide the Client as set forth in the SOW. xi. Service Start Date. The date Denovo notifies Client (in writing via email) of readiness and enables access to the Services for Client use, recurring invoicing begins DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 10 of 19 xii. SOW Term. The period of time beginning with the Service Start Date stated in this Statement of Work and continuing through the end of term of the Professional Services Agreement, unless Client access to the Services is earlier terminated pursuant to the terms of the Agreement 2. Term and Termination. The term of this Statement of Work shall be concurrent to the term of the Professional Service Agreement section 4. During the term of the Statement or Work and Professional Services Agreement the pricing shall be firm. If Client terminates this Agreement without cause, i.e., for convenience, during the Initial Term of this Statement of Work, or if Denovo terminates this Agreement due to any uncured default by Client, Client shall be liable for the following fees:  All amounts owed for Services provided by Denovo up to and including the date of termination  One hundred percent (100%) of all deferred payments  A pro-rata portion of any charges or fees previously waived by Denovo  An early termination charge of $10,000. Client shall provide 90 days’ notice for any termination of this Agreement without cause, i.e., for convenience, during the Initial Term of this Statement of Work. 3. Services. Denovo will provide the Client with EnterpriseOne Technical Managed Services, CNC Managed Services and Denovo Customer Care. Denovo, in its discretion, will provide any services that are necessary to perform the Technical Managed Services and CNC Managed Services and any additional services to which the Parties may mutually agree through the Change Order Process. US CNC Remote Helpdesk and Vendor Management of Client’s JDEdwards EnterpriseOne Applications will be provided to the Client by Denovo through remote means between the hours of 8:00 am – 5:00 pm Mountain Time Monday through Friday, excluding public holidays. Nighttime CNC Support of Client’s JDEdwards EnterpriseOne ERP Application will be provided to the Client between the hours of 5:00 pm – 8:00 am Mountain Time Monday through Friday, excluding public holidays for Production Severity 1 issues (see description below). Support and Escalation - Denovo will respond to Client’s tickets under the provisions of Service Level Agreement, and with best effort after hours or on holidays. Client must open tickets via email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. Service outside Normal Working Hours - Emergency services (Severity 1) will be performed outside of the hours of 8:00 am – 5:00 pm Mountain Time Monday through Friday, including public holidays, shall not be billed separately and are included in this service. All other services will be performed during coverage hours. The following is a list of Services that are In-Scope: DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 11 of 19 Services EnterpriseOne Frequency Included Denovo/CNC Time period Denovo Customer Care Portal As Needed Yes Yes 24/7 Denovo 24x7 live support As Needed Yes Yes 8AM-5PM Account Management Daily/As Needed Yes Yes 8AM-5PM Package Management Production Package Build & Deploy – Full Up to 8 Annually Yes Yes Scheduled Production Package Build & Deploy – Update 1-Weekly Yes Yes Scheduled Non-Production Package Build & Deploy – Full Up to 3-Quarterly Yes Yes 8AM-5PM Non-Production Package Build & Deploy – Update Up to 4-Weekly Yes Yes 8AM-5PM Environment Refresh Activity Environment Refresh-Data 1-Annually Yes Yes 8AM-5PM Pathcode/Object Refresh-Data Up to 2-Annually Yes Yes 8AM-5PM ESU Application Installation of EnterpriseOne ESU’s Up to 100 annually Yes Yes 8AM-5PM Technical Assistance/Troubleshooting Technical Assistance and Troubleshooting Up to 15 hours per month. Hours can be rollover for a total of 180 hours total per each term of the agreement Yes Yes 8AM-5PM Technical Assistance and Troubleshooting-SEV 1 Unlimited Yes Yes 24/7 Security Administration Security Run Time Administration Up to 10 hrs monthly Yes Yes 8AM-5PM System Administration-INCLUDED OCM Maintenance, DataSource Maintenance, OCM configuration, Data Source Maintenance, Perform Impact Analysis of ESUs, OMW and OMC Configuration and troubleshooting, OMW promotions, User account management, Package management, Troubleshoot and Maintain E1 Security (including creation/deletion of users, password resets), Maintain Job Scheduler, Job Queue configuration, Printer Setup, Work Center purging, Submitted Jobs purging, Manage E1 service restarts, Purge appropriate logs and temp files, Menu/Solution Explorer Configuration, Development Client/Local Web Client Maintenance, System Health Checkups. Ongoing Yes Yes 8AM-5PM Technical Diagnosis/Performance/Design Improvement-INCLUDED Performance Tuning and Optimization As Needed Yes Yes 8AM-5PM Monitoring Services-INCLUDED EnterpriseOne Server Manager Monitoring Ongoing Yes Yes 24/7 DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 12 of 19 Service outside of Scope – Service outside of the above scope will be billed as follows on a monthly basis. The billing rates shall be firm for the term of the Statement of Work and Professional Services Agreement. Service Cost Full Package Builds $200 per build Update Package Builds $75 per build Data Refresh $500 per refresh Object Refresh $500 per refresh Electronic Software Updates $150 per update Additional Technical Assistance $150 per hour Security Administration $150 per hour General CNC client requests outside of stated hours that are not Production Outages/emergencies $150 per hour In addition to the above services, Denovo will also offer Application and Development Support Services on an ad-hoc basis. These services will allow the Client to be supported by a Functional or Development expert in a particular area of an application, such as Financials, Distribution or HR. As part of this SOW, Denovo will offer Project Management, Development and Application consulting support on an as needed basis, as requested basis for the maintenance, set up, support and processing related to JD Edwards, EnterpriseOne. Denovo will use our best efforts to respond to requests for assistance in a timely manner. Where possible, work can be completed remotely which will decrease the overall cost and allow for a quicker response from Denovo. Ad-hoc support includes:  JDE Application support as needed  JDE Training as needed  Custom development for applications and reports as needed  Support Request Tracking and Management, conducted using the Denovo Tracking system or equivalent  Project Management as needed The Client will collect the details around the Supported Requests and provide first level support through a central contact who will be responsible to make requests to Denovo for assistance. The requests received centrally by Denovo would then be routed to the appropriate resource for follow up directly with the Client. The Client would log requests via the website whenever possible to facilitate ease of routing to the appropriate Denovo resource and the capture of as many details regarding the request as possible. The following table outlines the resources available and their hourly rates. The hourly rates shall be firm for the term of the Statement of Work and Professional Services Agreement: Project Role Time and Materials Billable Rate Project Management $200 JDE Functional Consulting $185 JDE Developer $160 CNC Consultant $175 Off-Shore Developer $80 DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 13 of 19 4. Database Administration (DBA) Services. Assumption: Client does not require Database Managed Services support from Denovo. These work tasks and support activities are not in the scope of this Statement of Work. 5. Client Support Policy. The following table shows the targets for response and resolution times for each priority level. Incident / Severity Definitions Severity Level Response Time Resolution Time Escalation Threshold Client’s production systems are stopped or so severely impacted that Client cannot reasonably continue work. Client experiences a complete loss of service. The impacted operation is mission critical to the business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics: 1. Environment is down and/or inaccessible by Client’s End Users 2. Data is corrupted, resulting in a complete halt to Client’s business operations 3. Environment hangs indefinitely, causing indefinite delays for critical resources or response Denovo will use reasonable efforts to respond to Severity 1 service requests within 15 Minutes. Denovo will work 24x7 until the Severity 1 service request is resolved, a reasonable work-around is put in place, or as long as useful progress can be made. Client must provide Denovo with a contact during this 24x7 period to assist with data gathering, testing, and applying fixes. Client is required to propose this severity classification with great care, so that valid Severity 1 situations obtain the necessary resource allocation from Denovo. Severity 1 15 Minutes Best Effort 1 Hour Client experiences a severe loss of service. Important features of the production systems are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion. Severity 2 2 Hours Best Effort 4 Hours Client experiences a minor loss of service. The impact is an inconvenience, which may require a workaround to restore functionality. Severity 3 12 Hours Best Effort 48 Hours Client requests information, enhancement, or documentation clarification regarding a Denovo Service, but there is no impact on the production systems. Client experiences no loss of service. Severity 4 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 14 of 19 If, during the service request process, the issue no longer warrants the severity level currently assigned based on its current impact on the production systems, then the severity level will be downgraded to the severity level that most appropriately reflects its current impact. If, during the service request process, the issue warrants the assignment of a higher severity level than that currently assigned based on the current impact on the production systems, then the severity level will be upgraded to the severity level that most appropriately reflects its current impact. Client shall ensure that the assignment and adjustment of any severity level designation is accurate based on the current impact on the production systems. Client acknowledges that Denovo is not responsible for any failure to meet performance standards caused by Client’s misuse or misassignment of severity level designations. For service requests that are escalated to the next level manager, the Denovo support analyst will engage the Denovo service request escalation manager who will be responsible for managing the escalation. The Denovo service request escalation manager will work with the Client to develop an action plan and allocate the appropriate Denovo resources. If the issue underlying the service request continues to remain unresolved, the Client may contact the Denovo service request escalation manager to review the service request and request that it be escalated to the next level within Denovo. To facilitate the resolution of an escalated service request, the Client is required to provide contacts within the Client’s organization that are at the same level as that within Denovo to which the service request has been escalated. Client questions or requests for an exception to the Denovo Client Support policy must be made via a Change Order Request. Client Support Tiers - The following details and describes our Support Tier levels: Support Tier Description Tier 1 Support All support incidents begin in Tier 1, where the initial trouble ticket is created. The issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated. Tier 2 Support All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex support on hardware/software issues can be provided by more experienced engineers. Tier 3 Support Support Incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3, where support is provided by our most experienced, senior engineers who have the ability to collaborate with 3rd party (vendor) support engineers to resolve the most complex issues. 6. Assumptions and Limitations. In order for Client’s existing environment to qualify for Services, the following requirements must be met:  All Servers must be at the currently supported OS level for the EnterpriseOne Version and Tools Release installed.  All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running a supported version as it relates to the EnterpriseOne version of the software. This is especially important as it relates to supported browser versions.  All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.  The environment will have a currently licensed, up-to-date and Vendor-Supported Server- based Antivirus Solution protecting all Servers and Developer Workstations. DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 15 of 19  Client shall advise Denovo of regulatory requirements or obligations which may affect Denovo's provision of the Services.  Client agrees to comply with each third party end-user license agreement ("EULA").  A Technical Audit/Review must completed by Denovo. The following services and costs are not included in this Statement of Work and are Out-Of- Scope:  The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.  The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.  The cost to bring Client’s environment up to minimum standards required for Services.  Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors not under control of Denovo employees.  Maintenance of other Application software packages besides EnterpriseOne.  Programming (modification of software code) and program (software) maintenance unless as specified in the services table.  Training Services of any kind unless specified in the services table. 7. Service Fees The following table outlines one-time and monthly fees based on the Service options selected. Fees will commence the month following the Service Start Date. Taxes are not included as the City is tax exempt. All fees are in U.S. dollars. The Fees shall be firm for the term of the Statement of Work and Professional Services Agreement. Service Description One Time Setup Fee Monthly Fees Technical Managed Services This service includes 24/7-production support and all CNC support tasks and activities. Denovo Technical Managed Services are described in Section 3 Services, of this Managed Services Statement of Work. $4,400 Technical Audit/Review N/A Application & Development Ad-hoc Support Services These services are offered during business hours on an as requested basis. Application & Development Ad-hoc Support Services are described in Section 3 Services, of this Managed Services Statement of Work. N/A Invoiced as used Fee Payment Schedule for Managed Services. Unless otherwise agreed to in writing by both parties, Denovo will invoice the Client on a monthly basis for Managed Services delivered, commencing one month after the Service Start Date at the rates specified in Section 7 (Service Fees). DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 16 of 19 8. Pricing Assumptions. If it is necessary for Denovo to provide Time and Materials (T&M) Services for additional Client network discovery, the Denovo Professional Consulting Services group will provide a separate Statement of Work that defines timelines, tasks and the services rate per hour required to complete the work. Client is responsible for proper execution of the agreement, any omission of pre-requisites or addition of services by Client shall result in a project Change Order Request, or support will be best effort on a next business day basis. Additional Services requested by Client and added to the SOW within 90 days of Client’s and Denovo's acceptance of the SOW ("Acceptance") will be priced according to the fees listed at the time of SOW Acceptance. Any additional Services requested by Client after 90 days from the date of Client and Denovo's Acceptance of the SOW will be subject to the then current rates for such Services. Any requested Change to the Client’s environment once it has been implemented may be subject to time and material fees. Additional Services may be added or deducted via the Change Order Request process as defined in Section 10 of this Statement of Work. The City of Fort Collins is tax exempt and this will be reflected in each invoice. 9. Statement of Work Acceptance. Subject to the notice provisions below, Denovo reserves the right to modify or discontinue Services and to introduce new Services and features. Denovo may make available to Client all new services and features offered to all of our other clients. Denovo may, in our sole discretion, discontinue a Service at any time. Denovo will give the Client 90 days’ notice of the discontinuance of a Service. Discontinuance does not affect Orders accepted prior to the date of discontinuance, but new Orders for a Service will not be accepted after the date the Service is discontinued. Client has the right to discontinue modified Services immediately without penalty. Denovo may, in our sole discretion, modify a Service from time to time. Denovo will give the Client 30 days written notice of the modification of a Service and of substantive modifications to a Service Description. Such modifications will affect both existing Services and new Orders. Within sixty (60) days of receipt of a notice of modification to a Service, Client may cancel Order(s) for that Service without liability for cancellation. 10. Change Order Process. A Change Order Request ("COR") is the method by which either Party may communicate and eventually effectuate Changes to the Services. Please see the Change Order Request form. The Client or Denovo may request Changes by initiating the Change Order Process. To initiate the Change Order Process, the Party requesting the Change must fill out the Change Order Request form and submit it to the designated primary technical contact of the other Party. The Change Order Request must at a minimum describe the requested Change in sufficient detail for the Client and Denovo to make a reasonable assessment of the request. The Client and Denovo will review the Change Order Request promptly and follow up with each other as necessary for further clarification or to discuss the impact that the Change will have on the Services, deliverables, implementation schedule, Service Availability Levels, terms and conditions, and Client fees. A Change Order Request will not be effective nor will a Change be DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 17 of 19 implemented unless the Change Order Request is executed by duly authorized representatives from both the Client and Denovo. Upon mutual acceptance of the Change Order Request, it becomes part of the entire agreement between Denovo and the Client with respect to the subject matter hereof. Denovo will provide a copy of all mutually accepted Change Order Requests to the Client for future reference. Each Party will be responsible for all costs and expenses incurred by it in participation of the Change Control Process unless otherwise agreed in writing. The failure of either Party to insist upon strict performance of the Change Order Request process for every Change shall not constitute a waiver of its rights as set forth in the Agreement, at law or equity. 11. The City of Fort Collins allows other Public Agencies the opportunity to purchase off the Award for this RFP, at the option of the Awarded Vendor(s). Other public agencies that are members of the Colorado Multiple Assembly of Procurement Officials (MAPO) cooperative purchasing group that are JD Edwards users and have indicated a desire to participate in any resulting awards as a potential cooperative user include: Jefferson County, Colorado; City of Thornton, Colorado. DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 18 of 19 EXHIBIT C INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. 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, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” 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. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. 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: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance 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 each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 No new insurance required Professional Services Agreement – Work Order Type 8447 JD Edwards EnterpriseOne Managed Services Page 19 of 19 EXHIBIT D 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: 3057E740-8FF7-4B75-8C55-D116DCB186E3 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY 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 INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? 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 $ PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: JECT LOC COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (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 This page has been left blank intentionally. DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ POLICY 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 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 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACORDTM CERTIFICATE OF LIABILITY INSURANCE 11/04/2016 BB&T - The Addis Group 2500 Renaissance Blvd Suite100 King Of Prussia, PA 19406-2639 610 279-8550 Jamie Verdura 610 279-8550 6102798543 JVerdura@bbandt.com Denovo Ventures Holdings LLC 6328 Monarch Place, Suite 200 Niwot, CO 80503 National Fire Insurance Co of H Continental Casualty Company Columbia Casualty Company Travelers Indemnity Company National Fire & Marine Insuranc 20478 20443 31127 25658 20079 A X X 6020616996 11/05/2016 11/05/2017 1,000,000 50,000 5,000 1,000,000 2,000,000 2,000,000 E X X X 5099672411 11/05/2016 11/05/2017 1,000,000 B X 10000 5099672456 11/05/2016 11/05/2017 5,000,000 5,000,000 B N WC599672473 11/05/2016 11/05/2017 X 1,000,000 1,000,000 1,000,000 C D D Cyber E&O$50KDed. EPLI 3rdParty EETheft 596630552 106274871 106274871 11/05/2016 05/01/2016 05/01/2016 11/05/2017 05/01/2017 05/01/2017 $5,000,000 $2,000,000 $1,000,000 City of Fort Collins is additional insured with regards to general liability if required in a written contract or agreement, and subject to policy terms and conditions. City of Fort Collins, Purchasing Division P.O. Box 580 Fort Collins, CO 80522 1 of 1 #S17083169/M17083159 Client#: 1776055 150DENOVVEN JV3 1 of 1 #S17083169/M17083159 DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3 24 Hours Best Effort 72 Hours At the time Denovo accepts a service request, Denovo will record an initial severity level of the service request based on the above severity definitions. Denovo’s initial focus, upon acceptance of a service request, will be to resolve the issues underlying the service request. The severity level of a service request may be adjusted as mutually agreed by the parties. DocuSign Envelope ID: 3057E740-8FF7-4B75-8C55-D116DCB186E3