DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE TeamDynamix
CONTRACT NO #: CityofRiversideP00001
TEAMDYNAMIX CLIENT
TeamDynamix Solutions LLC City of Riverside
1600 Dublin Road 3900 Main Street
Suite 200 Riverside, CA 92522
Columbus, Ohio 43215
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is made and entered on July 1 _, 2020 (the "Effective Date"), by and between TeamDynamix Solutions LLC, a Delaware limited liability company ("TeamDynamix"), and City of Riverside, a Charter City and Municipal Corporation ("Client"). TeamDynamix and Client may be referred to in this Agreement, individually, as "Party" and, collectively, as "Parties".
Scope and Performance of Professional Services. TeamDynamix agrees to render Professional Services to Client as requested by Client and agreed to by TeamDynamix from time to time. TeamDynamix agrees to furnish the Professional Services on the terms and subject to the conditions set forth in this Agreement. During the Term of this Agreement, Client and TeamDynamix may develop and agree upon written statements of work defining Professional Services to be provided by TeamDynamix, TeamDynamix's compensation, deadlines and additional terms and conditions applicable to specific engagements, if any, and such other details as the Parties may deem appropriate and in such form as the parties may agree (each, a "Statement of Work" or "SOW"). Statements of Work shall reference this Agreement, shall be executed by the Parties, and shall form a part of and be incorporated into this Agreement. "Professional Services" means all forms of consulting, training, education, implementation, custom modification and configuration, and other services provided by TeamDynamix, excluding hosting services, and as further described below and in the Statement of Work. The provisions herein shall prevail in the event of a conflict with provisions in any SOW, and the provisions in an SOW dated later in time shall prevail in the event of a conflict with provisions in an SOW dated earlier in time.
2. TeamDynamix Obligations. Subject to and conditioned upon the compliance of Client with the terms and conditions of this Agreement, TeamDynamix shall use commercially reasonable efforts to provide Client with Professional Services. The professional staff of TeamDynamix will have the proper skill, training, and background necessary to accomplish their assigned tasks and shall perform the services contemplated by this Agreement and each Statement of Work in accordance with the highest industry standards and best practices.
TeamDynamix personnel physically located at Client's facilities, hereinto referred to as "On-Site" , shall comply with all reasonable workplace standards and policies applicable to Client's employees, of which TeamDynamix is apprised of in writing in advance by Client, provided they are not inconsistent with TeamDynamix's own business practices.
Client Obligations. While On-Site, Client will provide TeamDynamix with reasonable access to use Client's facilities, equipment, data and information that are necessary for TeamDynamix to perform Professional Services. Client will reasonably cooperate with TeamDynamix in the performance of Professional Services and provide reasonable working space to TeamDynamix personnel and reasonably cooperate with such personnel.
Client shall respond promptly to any request of TeamDynamix to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for TeamDynamix to perform Professional Services in accordance with the requirements of this Agreement or any applicable SOW. To the extent applicable to Professional Services, a SOW shall set forth any Client obligations in connection with such Professional Services.
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE TeamDynamix
Payment. The Professional Services fee shall be set forth in the SOW, and invoices shall be rendered in accordance with the payment terms set forth therein, and in accordance with the terms of this Agreement.
All fees, charges, and other amounts payable to TeamDynamix hereunder do not include any lawfully imposed sales or use taxes, payment of which shall be the sole responsibility of Client (excluding any applicable taxes based on TeamDynamix's net income or taxes arising from the employment or independent contractor relationship between TeamDynamix and its personnel); provided, however, TeamDynamix shall separately itemize any such sales or use tax on Client's invoices.
Term. This Agreement shall commence as of the Effective Date and shall continue until all Professional Services are completed in full under any and all outstanding SOWs under this Agreement, unless terminated sooner pursuant to Section 16 or unless extended by the Parties in writing (as may be extended herein, the "Term").
Travel. For any on-site Professional Services, Client will reimburse TeamDynamix for all, reasonable travel and out-of-pocket expenses (which shall comprise transport, accommodation and living expenses) incurred. U.S. General Services Administration (GSA.gov) per diem rates are followed for meals/incidentals.
Scheduling on-site engagements shall be approved in advance by Client, before travel costs are incurred.
7. Ownership.
7.1. Client Content. Any and all software programs, databases, artwork, logos, graphics, video, text, data and other materials supplied by Client to TeamDynamix in connection with TeamDynamix's performance of any Professional Services ("Client Content") are and will at all times remain the sole and exclusive property of Client and its licensors. No right, title, or interest will be transferred from Client to TeamDynamix with respect to any of Client Content or Client's intellectual property rights therein, provided that Client hereby grants TeamDynamix a non-exclusive right and license to use and incorporate such rights into any Work Product solely for the purposes of providing the Professional Services hereunder.
TeamDynamix Content. TeamDynamix shall retain and possess all right, title, interest, and ownership in and to any and all ideas, concepts, know-how, data processing techniques, software or documentation developed by TeamDynamix personnel (alone or jointly with Client) in connection with Professional Services provided to Client, and it will be the exclusive property of TeamDynamix provided to Client as a part of the Professional Services described herein, and the Client shall have no right, title, interest, or ownership in or to such ideas, concepts, know-how, data processing techniques, software or documentation, except as expressly provided in Section 7.3
Work Product. As part of or in connection with the Professional Services, TeamDynamix and its employees will or may produce Work Product. "Work Product" includes all inventions, discoveries, processes, reports, plans, projections, budgets, software, data, technology, designs, documentation, innovations and improvements created, discovered, developed, compiled or prepared by TeamDynamix or its employees as part of or in connection with the Professional Services. Work Product includes any intermediate work product created in developing the final deliverables. TeamDynamix and Client agree that, except for any Client intellectual property and any data submitted by Client into the TeamDynamix Applications, any and all Work Product shall be the sole and exclusive property of TeamDynamix, provided that TeamDynamix hereby grants Client a non-exclusive right and license to use the Work Product subject to the same terms and conditions as the license(s) provided under the Agreement for the product or service to which the Work Product relates. For the avoidance of doubt, TeamDynamix shall retain ownership of all intellectual property rights in products and services licensed or sold to Client under the Agreement and any derivative works of said products or services, subject to the licenses granted to Client under the Agreement.
Confidentiality. Each Party acknowledges that it and its employees or agents, in the course of the projects and services contemplated by this Agreement, may be exposed to or acquire information that is proprietary or confidential to the other Party ("Confidential Information"). Each Party agrees to hold Confidential Information of the other Party in strict confidence and not to use such Confidential Information or discuss or disclose and such Confidential Information to any third party. The Parties agree that Confidential Information does not include: (a) information which at the time of disclosure is, or without fault of the recipient becomes, generally available; (b) information which either Party can show was in its possession at the time of disclosure or was independently developed by it; (c) information received from a third party which had the right
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE TeamDynamix
to transmit the same without violation of any confidentiality agreement with the other party; and (d) information which is required to be disclosed pursuant to court order or by law, or as a result of California law, cannot be deemed confidential. Any Confidential Information will be identified as such. The provisions set forth in this Section 8 shall survive the termination or expiration of this Agreement.
9. Non-Solicitation of Employees. During the Term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, in any manner solicit or induce for employment any person who is then in the employment or engagement of the other Party. A general advertisement or notice of a job listing or opening or similar general publication of a job search or availability to fill employment positions shall not be construed as a solicitation or inducement for the purposes of this Section 9, and the hiring of any such employee or independent contractor who freely responds thereto shall not be a breach of this Section 9.
Independent Contractors. The relationship between the Parties created by this Agreement is that of independent contractors and not partners, joint venturers, agents, or employees. Each Party may engage in and possess other business ventures that are competitive with the Professional Services rendered under this Agreement.
Identification of Client Relationship. Client grants to TeamDynamix the right to identify Client in TeamDynamix's published list of clients. TeamDynamix will follow guidelines prescribed by Client in using Mutual Warranties. Each Party represents and warrants that (i) it has full power and authority to enter into this Agreement and to perform its obligations contained herein; (i) it has not entered into, and shall not enter into any agreement either written or oral in conflict with its obligations under this Agreement; and (iii) its performance under this Agreement and/or any exhibit executed hereunder does not and shall not violate any applicable law, rule, or regulation.
Other Representations. TeamDynamix warrants that it owns all right, title and interest in all material and applications used to provide the services under this Agreement or has the authority to license all material or applications to Client and further warrants that such material and applications will not infringe upon the intellectual property rights of any third party.
Warranty Disclaimer. TEAMDYNAMIX WARRANTS THAT THE PROFESSIONAL SERVICES WILL
BE PERFORMED IN A WORKMANLIKE MANNER AND WITH PROFESSIONAL DILIGENCE AND SKILL, IN
ACCORDANCE WITH THIS AGREEMENT, AND ANY SUPPORTING ATTACHED DOCUMENTATION, (ANY SOW, AND SERVICE DESCRIPTION SET FORTH IN ANY LICENSE AGREEMENT). IF THERE IS A
MATERIAL BREACH OF THE ABOVE WARRANTY, TEAMDYNAMIX'S ENTIRE LIABILITY AND CLIENT'S
ENTIRE REMEDY SHALL BE, AT TEAMDYNAMIX'S OPTION TO (I) MODIFY THE PROFESSIONAL SERVICES TO CONFORM TO THE DOCUMENTATION; (II) PROVIDE A REASONABLE WORKAROUND SOLUTION WHICH WILL REASONABLY MEET CLIENT'S REQUIREMENTS. OR (III) IF NEITHER OF THE
FOREGOING IS COMMERCIALLY REASONABLE, TERMINATE THIS AGREEMENT AND REFUND TO
CLIENT ALL SUMS PAID BY CLIENT FOR THE NONCONFORMING SERVICES, WITH NO FURTHER LIABILITY TO TEAMDYNAMIX. THESE REMEDIES ARE CLIENT'S SOLE AND EXCLUSIVE REMEDIES FOR A CLAIM OF BREACH OF WARRANTY UNDER THIS AGREEMENT.
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 12, 13 AND THIS SECTION 14, EACH PARTY
HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE
UNDER THIS AGREEMENT, AND TEAMDYNAMIX SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE Limitations of Liability. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY
LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Termination.
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE TeamDynamix
16.1. Breach. Except as otherwise provided in this Agreement, either Party may terminate this Agreement if the other Party has materially breached this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching Party specifying the breach (unless such breach is incapable of being cured). A material breach shall have occurred with respect to either Party if such party (i) procedings commanded gang pant outs or guess, or al
which is not resolved within days of such commencement, or (v) violates the confidentiality provisions of this Agreement set forth in Section 8 hereof. Client may terminate this Agreement if TeamDynamix fails to fully perform or comply with any material term or condition of this Agreement, and TeamDynamix has not cured such
16.2. Failure to Pay. TeamDynamix may suspend or terminate the Professional Services by giving Client advance written notice of fourteen (14) days if any payment is delinquent by more than thirty (30) days.
16.3. Effect of Termination. TeamDynamix shall not be liable to Client or any third party for suspension or termination of the Professional Services in accordance with this Agreement. If Client or TeamDynamix terminate this Agreement, Client shall be liable for all fees and expenses relating to Professional Services performed through the date of termination, but and shall not be obligated to pay any Professional Services that remain to be performed under this Agreement following the termination date. Upon the effective date of expiration or termination of this Agreement for any reason, whether by Client or TeamDynamix, Client's right to use the Professional Services shall immediately cease. Any provision of this Agreement which may reasonably be interpreted or construed as surviving the termination, shall survive such termination of the Agreement for any reason.
17. Mutual Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its employees, officers, directors, subsidiaries, agents, and permitted successors and assigns from and against all claims, damages, liabilities, deficiencies, actions, losses, judgments, settlements, penalties, fines, costs and expenses of every nature (including reasonable attorney's fees and the costs of enforcing this Agreement and pursuing any insurance providers) resulting from the indemnifying Party's (or its employees, officers, directors, subsidiaries, and agents) gross negligence or willful misconduct. Neither party's liability to twelve months preceding the origin of such claim, except with respect to claims of gross negligence, willful misconduct, bodily injury, and/or fraud, which shall be uncapped.
Assignment. Neither Party shall assign this Agreement or any of its obligations hereunder without the other Party's prior written consent.
19. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including without limitation: strikes, lock-outs, or other industrial disputes (whether involving its own workforce or a third party's), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of god, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods,
conditions (each, a "Force Majeure Event"). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.
Modification/Waiver; Severability; Interpretation. No modification of this Agreement or any SOW, and no waiver of any breach of this Agreement or any SOW will be effective unless in writing and signed by an authorized representative of the Party against whom enforcement is sought. No waiver of a breach of this Agreement or any SOW or the failure of either Party to exercise in any respect any right provided for under this Agreement shall be construed as a waiver of any subsequent breach of this Agreement or any SOW. No course of dealing between the Parties shall be construed as a waiver of any breach of this Agreement or any SOW. The provisions of this Agreement and any SOWs are severable. If any provision of this Agreement or any SOW is held to be invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE TeamDynamix
provisos will in no way be affected or impaired thereby. Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be interpreted or construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement. Section headings are provided for convenience only and are not to be used to construe or interpret this Agreement. Whenever the words "include" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation."
21. No Third Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement.
Governing Law. This Agreement will be construed as having been made in, and will be governed in accordance with, the laws of the State of California, excluding any applicable conflict or choice of law Entire Agreement. This Agreement, including all Exhibits hereto, constitutes the entire agreement of the Parties hereto and supersedes all prior agreements, negotiations, representations, proposals, discussions, and communications, whether oral or in writing, relating to its subject matter.
Counterparts. Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. Any such facsimile or electronic mail transmission shall constitute the final agreement of the Parties and conclusive proof of such agreement. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.
Notices. All notices hereunder shall be in writing an shall be deemed to have been duly given upon personal delivery, five (5) days after being mailed by registered or certified mail, return receipt requested, or one (1) business day after being sent by nationally recognized overnight courier. Notice shall be addressed to the Parties as set forth on the first page of this Agreement.
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE TeamDynamix
Introduction
City of Riverside, CA (herein known as 'CLIENT') is located in Riverside, CA. CLIENT wishes to implement • Standard SaaS Deployment
• TeamDynamix Foundations
• Incident Management and Service Request Fulfillment
• IT Service Change Management
• Service Catalog
• Knowledge Management
• Problem Management
• Asset Management
• Project Management
• Project Request Management
• Resource Management
• Time Tracking
• Reporting
[Signature Page Follows]
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, on the date and year first above written.
TeamDyn. ~ Docusigned by: City of Riverside, California ken Bennenuto
Signature Signature A Zelinka (Jul7/2a0 14:54 PDTI
Print Ken Benvenuto Print Al Zelinka
CEO
Title Title City Manager
4/28/2020 July 1, 2020
Date Date
Attest: Colleen J. Nicol
Colleen J. Nicol (Jul 7, 2020 15:01 PDT)
City Clerk
Approved as to form
Senior Deputy City Attorney
DocuSign Envelope ID: 49A56914-FOFD-4184-8E3D-8DE12FD5A1AE
LICENSE AGREEMENT
Client: City of Riverside, California
Contract Number: CityofRiversideP00001
Term: 60 Months
Contract Term Start Date: July 1 _ 2020
Contract Term End Date: June 30 _ 2025
Ist July
THIS LICENSE AGREEMENT (this "Agreement") is made and entered into this _ _ day of - 2020, by and between TeamDynamix Solutions LLC, a Delaware limited liability company, with its principal place of business at 1600 Dublin Road, Suite, 200, Columbus, Ohio, 43215 ("IeamDynamix"), and the City of Riverside, CA, a Charter City and Municipal Corporation, with its principal location at 3900 Main Street, Riverside, CA (hereinafter "Client"). TeamDynamix and Client may be referred to in this Agreement individually as a "Party" and collectively as the "Parties."
1. Agreement. The terms and conditions of this Agreement shall be in addition to those terms and conditions set forth in ene iter produce and and
executed in the future for products and services, shall be incorporated into this Agreement by reference, unless the Agreement shall control.
2. License. Subject to the terms and conditions set forth in this Agreement, TeamDynamix hereby grants to Client a non- exclusive, non-transferrable, revocable, non-sublicensable license to access and use the licensed TeamDynamix software modules ("Applications") during the Term, in object code form only, solely for Client's internal business operations. Client acknowledges and agrees that access to the Applications is licensed and not sold.
3. Site Connectivity; Access. Client is solely responsible for providing all telecommunications, computer, and other equipment necessary for accessing the Applications, as well as any third-party access charges. TeamDynamix retains the right, at its sole discretion and without prior notice or liability, to restrict or terminate access to the Applications by Client and/or particular authorized users of Client (each, a "User") if Client and/or its Users materially breach the terms of this Agreement or, through use of the Applications, violates any applicable federal, state, local or international laws or regulations, or the rights of any third party.
4. Term; Auto-renewal. The term of this Agreement shall commence on the Contract Term Start Date set forth above (the "Start Date") and shall continue for a period of 60 months after the Start Date (the "Term"), unless earlier terminated pursuant to this Agreement or extended per the renewal provisions of this Section 4. Unless Client or TeamDynamix has given notice to the other Party of its desire not to renew under the terms of this Agreement at least sixty (60) days prior the end of the then-current Term, this Agreement will automatically renew for one year at the then current year's one year published price rate and the Term will be deemed to be extended for an additional 12 months (a "Renewal Term"). Any such Renewal Term will be invoiced at the end of the then current term.
5. Payment and Fees. City will pay $173,208.00 for all licenses and services under this agreement. Any additional changes or add-on licenses will be by written agreement by parties. Detailed pricing is deemed a business trade secret and will be contained in Confidential Pricing Sheet and will be separately maintained by the parties.
Support Services; Managed Services.
a. Subject to and conditioned upon the compliance of Client and Users with the terms and conditions of this Agreement, during the Term, TeamDynamix shall use commercially reasonable efforts to provide Client and its Users the support services set forth in Exhibit A attached hereto.
7. Uptime. So long as Client remains current in its payment obligation to TeamDynamix as set forth in this Agreement, Client shall have the right to the benefit of the system uptime provisions set forth in this Section 7 of this Agreement. a. "Uptime" means the ability of Client to log into the Applications. "Downtime" is a period of time when the site hosted by TeamDynamix is not operating as designed and Client cannot log into the Applications as a result thereof; provided, however, that Downtime does not include scheduled maintenance,
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE scheduled upgrades, emergency patches, DNS or network problems out of TeamDynamix's control which may impact Uptime, and the items set forth in Section 7(c) of this Agreement. b. TeamDynamix guarantees Uptime of 99.5% during each 365 day period beginning on the date that Client begins using the Applications (each, a "Measurement Period"). The Uptime guarantee does not include scheduled maintenance, scheduled upgrades, emergency patches, and DNS or network problems out of TeamDynamix's control which may impact Uptime. In the event that TeamDynamix breaches this Uptime guarantee during a Measurement Period, TeamDynamix shall provide Client with credit for the amount of time that the breach continues ("Downtime Credit"), in an amount equal to 3% of the Daily Fee per 15-minute increment that TeamDynamix is in breach, pursuant to this Section 7. For purposes of this Section 7, "Daily Fee" shall be calculated by dividing the annualized license costs set forth in Confidential Pricing Sheet by 365.
Downtime Credit may be paid by TeamDynamix via a credit to Client's subsequent annual license invoice in the amount owed pursuant to this Section 7. The Downtime Credit described in this Section 7 shall be Client's sole and exclusive remedy and TeamDynamix's sole and exclusive liability for any breach of the obligations set forth in Section 7 of this Agreement.
Exceptions to Uptime: In addition to aforementioned exceptions the following, shall not be considered times when the system is in Downtime:
i. a failure or malfunction resulting from scripts, data, applications, equipment, or services provided and/or performed by Client;
il. outages initiated by TeamDynamix or its third party providers at the request or direction of Client for maintenance, back up, or other purposes;
ill. outages occurring as a result of any actions or omissions taken by TeamDynamix or its third party providers at the request or direction of Client;
iv. outages resulting from Client's equipment and/or third party equipment not within the sole control of TeamDynamix;
v. events resulting from an interruption or shut down of the services due to circumstances reasonably believed by TeamDynamix to be a significant threat to the normal operation of the Service, the facility from which the Service is provided, or access to or integrity of Client data (e.g., a hacker or a virus attack);
vi. outages due to system administration, commands, file transfers performed by Client representatives;
vi. the actio let direct, eral or ete to ture disaster, change resultin arom civil disobedience, acts of war, and other force majeure items; Client's negligence or breach of its material obligations under this Agreement; and a lack of availability or untimely response time of Client to respond to incidents that require its participation for source identification and/or resolution.
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE
8. Confidentiality; Data Security.
a. Each Party acknowledges that it and its employees or agents, in the course of the projects and services contemplated by this Agreement, may be exposed to or acquire information that is proprietary or confidential to the other Party ("Confidential Information"). Each Party agrees to hold Confidential Information of the other Party in strict confidence and not to use such Confidential Information or discuss or disclose such Confidential Information to any third party. The Parties agree that Confidential Information does not include:
(a) information which at the time of disclosure is, or without fault of the recipient becomes, generally available; (b) information which either Party can show was in its possession at the time of disclosure or was independently developed by it; (c) information received from a third party which had the right to transmit same without violation of any confidentiality agreement with the other party; and (d) Information which is required to be disclosed pursuant to court order or by law, or as a result of California law, cannot be deemed confidential.. The provisions set forth in this Section 8(a) shall survive the termination or expiration of this Agreement.
b. TeamDynamix will implement reasonable and appropriate measures for the TeamDynamix network (as determined by TeamDynamix) (the "Security Standards") designed to help Client secure Client content against accidental or unlawful loss, access or disclosure (the "Security Objectives") in accordance with the TeamDynamix Security Standards. TeamDynamix may modify the TeamDynamix Security Standards from time to time, but will continue to provide at least the same level of security as is in place on the Effective Date. c. TeamDynamix will not access or use Client content except as necessary to maintain or provide the services under this Agreement, or as necessary to comply with the law or a binding order of a governmental body.
TeamDynamix will not (i) disclose Client content to any government or third party, or (ii) move Client content from the TeamDynamix servers; except in each case as necessary to comply with the law or a binding order of a governmental body (such as a subpoena or court order). Unless it would be in violation of a court order or other legal requirement, TeamDynamix will give Client reasonable notice of any legal requirement or order referred to in this Section 8(c), to allow Client to seek a protective order or other appropriate remedy.
TeamDynamix will only use personal information and billing information in accordance with its privacy policy, and Client consents to such usage. The privacy policy does not apply to Client content.
9. Mutual Warranties. Each Party represents and warrants that (a) it has full power and authority to enter into this Agreement and to perform its obligations and to grant any license(s) contained herein; (b) it has not entered into, and shall not enter into any agreement either written or oral in conflict with its obligations under this Agreement; and (c) its performance under this Agreement and/or any Exhibit executed hereunder does not and shall not violate any applicable law, rule, or regulation.
10. Representations. TeamDynamix warrants that it owns all right, title and interest in all material and applications used to provide the services under this Agreement or has the authority to license all material or applications to Client and further warrants that such material and applications will not infringe upon the intellectual property rights of any third party.
11. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 9 AND 10, ALL SERVICES AND TEAMDYNAMIX MATERIALS ARE PROVIDED "AS IS" AND TEAMDYNAMIX
HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER,
AND TEAMDYNAMIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE
FOREGOING, TEAMDYNAMIX MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR
TEAMDYNAMIX MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET
CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,
ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR
OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR- FREE ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR
WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
12. Client Conduct and Obligations.
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE a. Client is responsible for, without limitation, the following: (a) Client's implementation of TeamDynamix Applications or, if applicable, On-Premise software ("Subscription Service"); (b) protecting the names and passwords of the Users to the Subscription Service and preventing and notifying TeamDynamix of unauthorized use of the Subscription Service; and (c) the lawfulness of, and results obtained from, all Client data submitted by Users to the Subscription Service and each such User's acts and omissions. b. Except as otherwise specifically permitted under this Agreement, Client shall not, nor will Client permit any third party to: (i) copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Application to any third party in whole or in part provided that Client may utilize TeamDynamix's published documentation as needed for use by its Users; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to reverse engineer or discover the source code or underlying ideas or algorithms of the Applications; (ili) reverse engineer, decompile, disassemble, or translate the Applications or any part thereof; (iv) transfer any of the Applications components to any other person, entity, computer, computer network, or other device; (v) upload, post, mail, publish, transmit or distribute in any way the Applications, any component of the Applications or derivative works based thereon; (vi) input, upload, transmit or otherwise provide to or through the Subscription Service, any Information or materials that are unlawful or injurious or that contain, transmit or activate any harmful code, viruses, corrupted files or similar items that may damage the Subscription Service or another's computer hardware; or (vii) remove, delete, alter, or obscure any trademarks, copyright or other proprietary notices.
C. Client will work with TeamDynamix and provide timely, confidential feedback about product value and performance.
d. Client acknowledges that the Applications and the Subscription Service are proprietary to TeamDynamix, and TeamDynamix retains exclusive ownership of the same throughout the world, including all related intellectual property. In order to use the Subscription Service, Client may be required to acquire third party software directly from third party licensors, and the terms and conditions of such licenses are separate and distinct from this Agreement. Additionally, modifications, updates, or customizations made by TeamDynamix to the Subscription Service shall be owned exclusively by TeamDynamix, and Client shall receive or possess no right, title, or interest in any modifications, updates, or customizations except for its license to use the Subscription Service as expressed herein.
TeamDynamix may issue to Client or may authorize a Client administrator to issue, a password for each User to use Client's account for which Client has paid the applicable fees to TeamDynamix. Client is responsible for maintaining the confidentiality of all user names and passwords and for ensuring that each user name and password is used only by an authorized User. Client is solely responsible for any and all usage of the Applications through the use of names and passwords. Client agrees to promptly notify TeamDynamix of any unauthorized use of Client's account or any other breach of security suspected or known by Client.
TeamDynamix shall have no liability for any loss or damage arising from Client's failure to comply with these requirements.
f. Client hereby irrevocably grants all such rights and permissions in or related to Client data to TeamDynamix as are necessary or useful to perform the services contemplated by the Subscription Service and as necessary for TeamDynamix to enforce its rights under this Agreement.
Client will not knowingly transfer any protected health information (as defined under the Health Insurance Portability and Accountability Act ("HIPAA")) or confidential information under the Family Education Rights Privacy Act ("FERPA") to TeamDynamix without the prior written consent of TeamDynamix. If the activities under this Agreement render TeamDynamix a Business Associate under HIPAA, Client shall execute TeamDynamix's standard Business Associate Agreement. TeamDynamix disclaims all liability for breaches under HIPAA, FERPA, or the promulgated regulations thereunder if such breaches were caused in any way by Client, or Client's employees, agents, officers, or directors.
13. Data Retention; Data Recovery Services. TeamDynamix maintains at least seven (7) consecutive calendar days of deleted data. Data recovery services may be purchased by Client and, if purchased, will be billed to Client at standard hourly rates. TeamDynamix expressly disclaims any obligation to maintain deleted data beyond the scope set forth in this Section 13, including any obligation to maintain deleted data bevond seven (7) consecutive calendar davs.
DocuSign Envelope ID: 49A56914-FOFD-4184-8E3D-8DE12FD5A1AE
14. Defaults.
a. In the event either Party defaults in the performance of any of the material terms of this Agreement, the non- defaulting Party may notify the defaulting Party in writing and allow that Party a reasonable opportunity to cure said default, such opportunity not to be less than thirty (30) calendar days. If said default is not remedied within such cure period, the non-defaulting Party shall then have the right to terminate this Agreement immediately in accordance with this Section 15(a) and this Section 14. b. For purposes of this Agreement, a default shall have occurred with respect to TeamDynamix if TeamDynamix fails to fully and timely perform or comply with any material term or condition of this Agreement. A default shall have occurred with respect to either Party if such party (i) ceases to do business as a going concern, (il) makes a general assignment for the benefit of creditors, (ill) files for insolvency, bankruptcy, or seeks to enter receivership, (iv) authorizes, applies for, consents to, or has proceedings commenced against it to appoint a trustee or liquidator for all or a substantial part of its assets which is not resolved within (30) days of such commencement, or (v) violates the confidentiality provisions of this Agreement set forth in Section 8(a) hereof.
15. Mutual Termination Rights; Termination by Client; Effect of Termination. a. Any Party may terminate this Agreement upon an uncured default of the other Party to this Agreement as set forth and in accordance with Section 14 of this Agreement. b. Intentionally Omitted.
c. A termination of this Agreement shall not, with respect to the terminated services, release either Party from those provisions hereunder regarding confidentiality (Section 8(a)), warranties (Sections 9 and 10), indemnification (Sections 16-18), and limitation on liability (Section 19), which shall remain binding upon a Party until expressly released in writing by the other Party. In the event of termination, TeamDynamix agrees to provide access for two (2) client resources via existing TeamDynamix user accounts to manually download through existing export and download capabilities Client intellectual property stored on TeamDynamix host systems for 30 days beginning on the date of termination. In the event that Client requires a complete back- up of the data stored on TeamDynamix's host systems, TeamDynamix will provide a MS SQL server back up and remit a back up to Client, or if a more limited request is made, TeamDynamix will provide data pursuant to a SQL query in a delimited format. TeamDynamix will purge all Client data stored on TeamDynamix's host systems during the first available maintenance window after 30 days from the effective date of termination d. If Client terminates this Agreement pursuant to Section 15(a), Client will be relieved of any obligation to pay any fees pursuant to Section 5 attributable to the period after the effective date of such termination (and TeamDynamix shall refund to Client any fees paid in advance for services that TeamDynamix has not performed as of the effective date of termination (on a pro-rata basis)). e. In the event that funds sufficient to pay the license fees hereunder are not appropriated for Client's use by Client's legislative body, Client may terminate this Agreement without penalty.
16. Mutual Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its employees, officers, directors, subsidiaries, agents, and permitted successors and assigns from and all claims, damages, liabilities, deficiencies, actions, losses, judgments, settlements, penalties, fines, costs and expenses resulting from the indemnifying Party's (or its employees, officers, directors, subsidiaries, and agents) gross negligence or willful misconduct, claims for bodily injury, or fraud.
17. TeamDynamix IP Indemnity. Subject to the other provisions of this Agreement, TeamDynamix agrees that it will indemnify, defend and hold harmless Client and its employees, officers, directors, subsidiaries, agents, and permitted successors and assigns (each, a "Client Indemnitee") from any and all claims, damages, liabilities, deficiencies, actions, losses, judgments, settlements, penalties, fines, costs and expenses of every nature including reasonable attorney's fees and the costs of enforcing this Agreement and pursuing any insurance providers) by such Client Indemnitee arising
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE out of, resulting from, or attributable to any claim by a third party related to any claim that the Subscription Service or Applications infringe any third party's United States patent, copyright, trademark or trade secret rights; provided, however that TeamDynamix shall have no liability under this Agreement for claims of infringement based on (i) modifications, adaptations or changes to the Applications not made by TeamDynamix, (ii) the use or incorporation of Client data in conjunction with the Applications that is the primary cause of the liability.
18. Client IP Indemnity. Subject to the other provisions of this Agreement, Client agrees to indemnify, defend and hold harmless TeamDynamix and its employees, officers, directors, subsidiaries, agents, and permitted successors and assigns (each, a "TeamDynamix Indemnitee") from any and all claims, damages, liabilities, deficiencies, actions, losses, judgments, settlements, penalties, fines, costs and expenses of every nature (including reasonable attorney's fees and the costs of enforcing this Agreement and pursuing any insurance providers) incurred by such TeamDynamix Indemnitee arising out of, resulting from, or attributable to any claim by a third party related to any Client data or any unauthorized modification of the Applications, including any claims for intellectual property infringement therefrom.
19. Limitation of Liability.
a. To the extent permitted by law, the total, cumulative liability of each Party arising out of or related to this agreement or the services provided hereunder, whether based upon contract, in tort or any other legal or equitable theory, including those related to privacy law, shall be limited to the twelve month subscription amount paid by Client for the service giving rise to the claim during the twelve (12) month period preceding the first event giving rise to the liability. The existence of more than one claim shall not enlarge this limit.
The foregoing limitation of liability shall not apply to: (i) bodily injury or death; and (ii) Client's obligation to pay amounts owed for services provided hereunder.
b. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY THEREOF INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR INFORMATION
OF ANY KIND, LOST PROFITS, LOST BUSINESS REVENUE OR FAILURE TO REALIZE
EXPECTED SAVINGS AND REGARDLESS OF WHETHER ANY CLAIM FOR SUCH RECOVERY
IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY). EACH PARTY HEREBY WAIVES, FOR ITSELF AND ITS SUCCESSORS AND
ASSIGNS, ANY AND ALL CLAIMS FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
20. Independent Contractors. The relationship between the Parties created by this Agreement is that of independent contractors and not partners, joint venturers, agents, or employees. Each Party may engage in and possess other business ventures and sale/lease relationships that are competitive with the Applications that are licensed under this Agreement.
21. Governing Law. This Agreement will be construed as having been made in, and will be governed in accordance with, the laws of the State of California, excluding any applicable conflict or choice of law provisions. Each party hereby consents to the jurisdiction of the Superior Court of the County of Riverside, California.
22. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including without limitation: strikes, lock-outs, or other industrial disputes (whether involving its own workforce or a third party's), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of god, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a "Force Majeure Event"). The Party suffering a Force Majeure Event shall (a) notify the other Party of the Force Majeure Event as soon as possible and (b) use reasonable efforts to mitigate the effects of such Force Majeure Event.
23. Entire Agreement. This Agreement, including all Exhibits hereto, constitutes the entire agreement of the Parties hereto and supersedes all prior agreements, negotiations, representations, proposals, discussions, and communications,
DocuSign Envelope ID: 49A56914-F0FD-4184-8E3D-8DE12FD5A1AE
24. Modification/Waiver; Severability; Interpretation. No modification of this Agreement or an Exhibit, and no waiver of any breach of this Agreement or Exhibit will be effective unless in writing and signed by an authorized representative of the Party against whom enforcement is sought. No waiver of a breach of this Agreement or any Exhibit or the failure of either Party to exercise in any respect any right provided for under this Agreement shall be construed a waiver of any subsequent breach of this Agreement or any Exhibit. No course of dealing between the Parties shall be construed as a waiver of any breach of this Agreement or any Exhibit. The provisions of this Agreement and the Exhibits are severable. If any provision of this Agreement and the Exhibits is held to be invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisos will in no way be affected or impaired thereby. Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be interpreted or construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement. Section headings are provided for convenience only and are not to be used to construe or interpret this Agreement. Whenever the words "include" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation."
25. No Third-Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement.
26. Intentionally Omitted.
27. Identification of Client Relationship. Client grants to TeamDynamix the right to identify Client in TeamDynamix's of customers. TeamDynamix will follow guidelines prescribed by Client in using Client's name, trademarks, or logos, as applicable.
28. Counterparts. Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. Any such facsimile or electronic mail transmission shall constitute the final agreement of the Parties and conclusive proof of such agreement. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.
29. Authorized Contract Participation. In accordance with the Client's Rules Governing Procurement of Goods, Services, Insurance and Cooperative Procurement, it is the intent of this solicitation to allow any public body, public or private health or educational institutions, or Client's affiliated agencies and/or corporations, access and use of any subsequent contracts), as authorized by TeamDynamix, provided such entities are located within the same state or territory as Client's principal place of business.
Participation in this cooperative procurement is strictly voluntary. If authorized by TeamDynamix, any resultant contracts) may be extended to the entities as indicated above to purchase at then-current contract prices in accordance TeamDynamix shall notify Client in writing of any entities accessing the contract.
No modification of this contract or execution of a separate contract is required to participate, unless an amendment to the material terms of this contract is made. Participating entities shall place their own orders directly with TeamDynamix, and shall fully and independently administer their use of the contracts), including contractual disputes, invoicing and payments, without direct administration from Client. Client shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by TeamDynamix to extend participation and use of the contract. It is understood and agreed that Client is not responsible for the acts or omissions of any other entity participating in this cooperative procurement, and will not be considered in default of such new contract no matter the
DocuSign Envelope ID: 49A56914-FOFD-4184-8E3D-8DE12FD5A1AE IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, on the date and year first above written.
TeamDyn, -DocuSigned by: City of Riverside, California
ten Benrenuto
Signature Signature Al Zelinka (Jul7, 2680 14:54 PDT)
Ken Benvenuto
Print Print Al Zelinka
CEO
Title Title City Manager
4/28/2020
Date_ Date July 1,2020
Attest:
Colleen J. Nicol
Colleen J. Nicol (Jul 7, 2020 15:01 PDT)
City Clerk
сене взрезалиет.
BY:_
Chief Financial Offiber/ City Treasurer
Approved as to form
Senior Deputy City Attorney
DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
Statement of Work:
Introduction - In Scope for the City of Riverside deployment:
City of Riverside, CA (herein known as 'CLIENT') is located in Riverside, CA. CLIENT wishes to engage TeamDynamix Solutions LLC ('TeamDynamix') to implement TeamDynamix's best-in-class Project and Portfolio Management (PPM) and IT Service Management (ITSM) capabilities.
The capabilities of the TeamDynamix application which shall be addressed include:
• Standard SaaS Deployment
• TeamDynamix Foundations
• Incident Management and Service Request Fulfillment
• IT Service Change Management
• Service Catalog
• Knowledge Management
• Problem Management
• Asset Management
• Project Management
• Project Request Management
• Resource Management
• Time Tracking
• Reporting
• Historical ticket or project data conversion from other solutions DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
Solution Environment
• TeamDynamix Software-as-a-Service (SaaS)
Project Timeline
TeamDynamix and CLIENT will work together to coordinate specific dates once the Statement of Work has been fully executed. Projects typically begin on or about 4 weeks after the PSA has been fully executed.
Departments Included
The following departments are considered in-scope for this implementation: Information Technology.
Key Contacts
The following individuals will serve as key contacts for the coordination of the TeamDynamix Implementation City of Riverside, CA
Name: Rosalinda Acosta
Title: Client Services Manager - Innovation & Technology Dept Phone: (951) 826-5150
Email: [email protected]
DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
TeamDynamix
Name: Aaron Crane
Title: Vice President of Professional Services
Phone: 614-340-3342
Email: [email protected]
Internal Use Only - Do Not Remove - TDXPS147740A3RY
TeamDynamix Implementation - Scope of Services
TeamDynamix Professional Services shall create one SaaS-based environment for CLIENT.
The TeamDynamix environment shall be accessible at https://CLIENTDOMAIN.teamdynamix.com. Initial user accounts for the implementation team shall be created following the kick-off meeting, once core team members have been identified.
TeamDynamix Professional Services will facilitate a project planning session to help CLIENT prepare for the implementation. An initialization packet shall be provided to CLIENT prior to the meeting. CLIENT should complete the packet prior to the planning session. Following the project planning session, TeamDynamix Professional Services will create an implementation plan for the team to follow.
The TeamDynamix consultant(s) assigned to the CLIENT's engagement will create a project within the TeamDynamix Entity for purposes of tracking the progress of the implementation. TeamDynamix will work with the CLIENT's resource that has been designated as the project manager for the implementation to appropriately plan the timeline of the rollout. The finalization of the timeline will occur following the DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
TeamDynamix Foundations review. It is after this time that a configuration-related task list will also be made available to the CLIENT implementation team.
The CLIENT is responsible for the management of the CLIENT-specific resources.
TeamDynamix Professional Services consultants will regularly participate in CLIENT status meetings as the implementation progresses, providing configuration support and input on processes.
The CLIENT is responsible for attending status meetings and ensuring CLIENT-assigned tasks are completed.
TeamDynamix Professional Services shall review the activities associated with user management. Activities include a review of: user creation/modification; user deactivation; group membership; application and security roles; manual/Excel-based People Imports; and Self- registration. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to apply the user management capabilities within its environment.
CLIENT is responsible for actively participating in the discussion and review sessions centered on user management. Additionally, CLIENT is responsible for identifying the source of user information and the final entering of user accounts into the application. TeamDynamix will manually enter up to 10 user accounts with the CLIENT to ensure a successful knowledge transfer. Should CLIENT decide to manually import records, CLIENT is responsible for the actual data extraction from master source into a provided template. TeamDynamix will review data with CLIENT prior to import for accuracy.
TeamDynamix Professional Services consultant(s) shall facilitate configuration design session to review the CLIENT's desired goals, objectives, and critical success factors. TeamDynamix will share insights based on industry knowledge and other Higher Education implementations. The goal of the session is to produce a feasible approach to configuring the TeamDynamix application so that it meets the CLIENT's business requirements. TeamDynamix Professional Services consultants focus on transferring best practice knowledge to the CLIENT resources related to configuring the application so that CLIENT may meet its objectives.
The CLIENT is responsible for assembling a core project team to work with the TeamDynamix Professional Services consultants and share information related to the CLIENT's business environment. TeamDynamix and the CLIENT will share the configuration responsibilities of the tool.
This is accomplished by TeamDynamix demonstrating how to perform configuration tasks and monitoring the CLIENT's progress. The CLIENT is responsible for final configurations.
DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
TeamDynamix Professional Services will work with the CLIENT to configure the TeamDynamix Email Monitoring service. The Email Monitoring service creates tickets from inbound email messages and/or processes replies to outbound notifications throughout the system (e.g. replies to project status notifications).
In order to leverage this capability, CLIENT must provide an IMAP-enabled email account to which the service can connect. Instructions and prerequisites shall also be provided by TeamDynamix during the implementation.
TeamDynamix Professional Services shall review the activities associated with the synchronizing records from the CLIENT user management solution, either for new deployments or in support of existing deployments that may require changes to the process. Activities include a review of API location and documentation; capabilities of the API; API authentication; and a review of the import job tools within the application.
TeamDynamix also has a file import listener utility that can be deployed in the CLIENT environment and pick up a dropped file (e.g. CSV, XLS).
TeamDynamix can review and assist with the deployment (or upgrade if currently deployed) of this utility if this is the desired approach.
CLIENT is responsible for providing an Engineering-related resource to develop/modify the actual integration to the API or an Infrastructure- related resource to deploy/modify the file import listener.
TeamDynamix Professional Services shall review the current user authentication options during the engagement. TeamDynamix Professional Services will work with CLIENT technical resources to configure or modify Single Sign-on, LDAP, or native TeamDynamix authentication and provide instruction on how the authentication must be configured.
The CLIENT is responsible for providing and configuring a SAML 2.0 Identity Provider or LDAP Server, if applicable, within its environment and making its SSO metadata accessible via a URL or the In Common Federation, (if configuring SSO), so that TeamDynamix can establish a regular synchronization process. If LDAP is being used, the CLIENT is responsible for providing or renewing an SSL certificate and for managing/monitoring the certificate's expiration date. The CLIENT must assign a security/identity management representative to perform configuration tasks specific to the CLIENT's Identity Provider. TeamDynamix is not responsible for installing or configuring systems within the CLIENT environment related to Identity Management.
TeamDynamix Professional Services shall work with CLIENT to identify a remote support solution that can be leveraged at a future state for remote support within the City of Riverside. (i.e. SecureLink or another alternative.) If TeamDynamix requires any development or engineering effort / time to build this integration at a future time the City of Riverside would be consulted in advance of this effort and a mutually agreed upon price for this effort would be identified to the City of Riverside for a future payment.
DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
TeamDynamix Professional Services shall review the application's capabilities centered around Incident Management and Request Fulfillment.
Activities include a review of: Services and categories; Ticket types and categories; Status codes and classifications; Accounts/Departments; Ticket Forms; Classifications; Standard and Custom attributes; Service Level Agreements; Notification templates; Ticket and Task Templates; Response templates; and Satisfaction Surveys. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to apply these capabilities within its environment. TeamDynamix shall provide support during the configuration of Incident Management and Request Fulfillment-capabilities by CLIENT to ensure successful configuration.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Incident Management and Service Request Fulfillment, for communicating its existing Incident Management and Service Request Fulfillment business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to areas. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also provide assistance with the configuration process.
TeamDynamix Professional Services shall review the assignment and workflow capabilities of the application. Activities include a review of:
Automation rules; Assignment and escalation criteria; workflow step types; workflow connectivity; approval and rejection options; and classification promotion. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to apply the assignment and workflow capabilities within its environment.
The CLIENT is responsible for actively participating in the discussion and review sessions centered around ticketing workflow, for communicating its existing business processes to TeamDynamix that must be supported by workflow, and for the final configuration and review of TeamDynamix as it relates this area. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also provide assistance with the configuration process.
TeamDynamix Professional Services shall review the application's capabilities centered around Change Management. Activities include a review of: change tickets, parent/child ticket relationships; using workflow to create a change review process; maintenance activities; and change approval functionality. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to approach configuring the application to support its new change management initiative. TeamDynamix shall share experiences from other clients that have recently began a change management initiative. TeamDynamix shall provide support during the configuration process to ensure success.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Change Management, for communicating its existing Change Management business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
Change Management. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also help with the configuration process.
TeamDynamix Professional Services shall review the application's capabilities centered around Problem Management. Activities include a review of problem tickets, parent/child ticket relationships; and using workflow to create a problem review process. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to approach configuring the application to support its new problem management initiative. TeamDynamix shall share experiences from other clients that have recently began a problem management initiative. TeamDynamix shall provide support during the configuration process to ensure success.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Problem Management, for communicating its existing Problem Management business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to Problem Management. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also aid with the configuration process.
TeamDynamix Professional Services shall review the out-of-the-box capabilities centered around Asset Management. Activities include a review of: Asset creation, asset relationships; product model/type configuration; vendor configuration; blackout and maintenance windows; linking tickets and assets; and asset reporting. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to map its existing asset management processes to the application's capabilities. TeamDynamix shall share experiences from other clients that are utilizing TeamDynamix for asset management. TeamDynamix will help configure the application to support CLIENT's existing asset management process.
Additionally, TeamDynamix will work with the CLIENT to deploy the TeamDynamix asset discovery capability that scans networks for physical devices. The asset discovery software must be installed within the CLIENT network (Microsoft Windows Server) and will then report discovered assets back to the TeamDynamix application. TeamDynamix Professional Services will assist CLIENT with mapping discovered asset data to the asset management configuration.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Asset Management, for communicating its existing Asset Management business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to Asset Management. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also provide assistance with the configuration process.
TeamDynamix Professional Services shall review the application's capabilities centered around the Service Catalog and Client Portal. Activities include: Building services and service categories; shortcuts; descriptions; tagging; ticket generation; permissions; forms; public services; styling DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
and branding; desktops and HTML modules; and RSS/ATOM feeds. TeamDynamix shall demonstrate each activity and collaborate with the CLIENT on how best to apply the Service Catalog and Client Portal capabilities within its environment.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on the Service Catalog and the Client Portal.
TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment). However, the CLIENT is responsible for the final configuration of TeamDynamix as it relates to the Service Catalog and the Client Portal.
TeamDynamix Professional Services shall review the application's capabilities centered around Knowledge Management. Activities include a review of: article and category creation; article import; article and category visibility permissions; article review; addressing article feedback; and interacting with articles during the ticket management process. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to approach configuring the application to support its new knowledge management initiative. TeamDynamix shall share experiences from other clients that have recently began a knowledge management initiative. TeamDynamix shall provide support during the configuration process to ensure success.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Change Management, for communicating its existing Change Management business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to Change Management. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also aid with the configuration process.
TeamDynamix Professional Services shall review the application's capabilities centered around Project Management. Activities include a review of: Project creation; project updates; logging project issues and risks; working with the project Briefcase; adding/removing project team members; adding/removing project stakeholders; project custom attributes; project details sections; project closure process; and working with project surveys. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to approach configuring the application to support its new project management initiative. TeamDynamix shall share experiences from other clients that have recently began a project management initiative. TeamDynamix shall provide support during the configuration process to ensure success.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Project Management, for communicating its existing Project Management business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to Project Management. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also aid with the configuration process.
DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
TeamDynamix Professional Services shall review the application's capabilities centered around Project Request/Pipeline Management. Activities include a review of: Submitting project requests; project request forms; project request collaborators; project request workflows and approvals; project request scoring; project request capacity planning; and project request staffing. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to approach configuring the application to support its new Project Request/Pipeline Management initiative. the configuration process to ensure success.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Project Request/Pipeline Management, for communicating its existing business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to Project Request/Pipeline Management. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also provide assistance with the configuration process.
TeamDynamix Professional Services shall review the application's capabilities centered around Resource Management. Activities include a review of: User capacity settings; Functional Roles; Resource Pools; Resource requests and approvals; capacity analysis; Workspace capacity reduction; and Resource reporting. TeamDynamix shall demonstrate each activity and collaborate with CLIENT on how best to approach configuring the application to support its new resource management initiative. TeamDynamix shall share experiences from other clients that have recently began a resource management initiative. TeamDynamix shall provide support during the configuration process to ensure success.
The CLIENT is responsible for actively participating in the discussion and review sessions centered on Resource Management, for communicating its existing Resource Management business processes to TeamDynamix, and for the final configuration and review of TeamDynamix as it relates to Resource Management. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities listed above (if applicable to environment) and will also aid with the configuration process.
TeamDynamix Professional Services consultants shall review the time tracking capabilities of the application. Activities include a review of: Time Types/Account; time entry; time submission and approval/rejection; and time-related reporting. TeamDynamix Professional Services consultants shall demonstrate each activity and collaborate with CLIENT on how to best apply the Time Tracking capabilities within its environment.
The CLIENT is responsible for activity participating in the discussion and review sessions centered on Time Tracking. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities list above (if applicable to environment). Additionally, the CLIENT is responsible for the final configurations related to Time Tracking.
DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 Confidential Statement of Work
TeamDynamix Professional Service shall provide Administrative training to five (5) individuals assigned as TeamDynamix Administrators by CLIENT. Administrative training takes place throughout the configuration stage of the implementation. The TeamDynamix Administrators must be available during this period.
The CLIENT is responsible for assigning a TeamDynamix Administrator for the duration of the implementation.
TeamDynamix Professional Services shall provide training to the purchased, licensed users. TeamDynamix can lead the training for the users or provide train-the-trainer services and support. The number of users identified to be trained is 70.
CLIENT must provide a lab so that users have access to computers during the training and for the actual schedule coordination of the licensed users. It is important to note that the TeamDynamix provided training centers on usage of the application. CLIENT is responsible for communicating and/or training related to business processes.
TeamDynamix Professional Services shall review the out-of-the-box reports that are relevant to CLIENT's requirements. Additionally, TeamDynamix shall review the process to create reports using the configurable Report Builder tool. Activities include a review of:
creating/editing reports; graphing; filtering; sharing reports; scheduling reports; advanced filtering; and adding reports to desktops. The TeamDynamix consultant shall create up to 8 reports for CLIENT using the standard report builder tool within the application. Custom report creation for reporting requirements not covered by the standard report builder are not in-scope.
CLIENT is responsible for actively participating in the discussion and review sessions centered on reporting. TeamDynamix Professional Services will ensure the CLIENT understands how to configure the capabilities list above (if applicable to environment). However, CLIENT is responsible for final configurations related to reporting activities.
Following the completion of configuration-related activities, TeamDynamix Professional Services will perform a test of the configured application. TeamDynamix recommends that the CLIENT perform user-acceptance testing of the configuration application by coordinating a group of key business users to validate processes against the configured state. TeamDynamix shall support CLIENT during user-acceptance testing and assist with issues, as necessary.
The TeamDynamix consultant(s) will provide support related to the go-live transition during and up to thirty days after the go-live to assist users with any issues or questions that may arise. Following that transition period, the CLIENT shall transition to the TeamDynamix Support to ensure consistent and thorough incident resolution.
DocuSign Envelope ID: 5995F439-9DA3-48ED-9B4A-B5145C16AFF8 The CLIENT is also responsible for supporting the go-live activities and for communicating to changes to their end-users.
Out-of-Scope
The following items are considered out-of-scope:
• Business Process Consulting
• Custom/Vanity URL (e.g. http://gethelp.abcclientdomain.org) CLIENT:
Approved as to form
P0co
By: Al Zelinka (Jul O 14:54 PDT)
Senior Deputy City Attorney
Name: Al Zelinka CERTIFIED AS TO FUNDS AVAILABILITY:
Title: City Manager
July 1,2020 Chief Financial Origer/ City Treasurer
Date:
Attest: Colleen J. Nicol
Colleen J. Nicol (Jul 7, 2020 15:01 PDT)
City Clerk
TEAMDYNAMIX:
DocuSigned by:
ten. Benvenute
Name:
Title: CEO
Date: 4/28/2020
DocuSign Envelope ID: 41CB2E71-746F-4682-B894-E71E698EF4E0
CONFIDENTIAL PRICING SHEET
60 Month Pricing Breakdown:
[License Pricing - 60 Month Agreement
Counts License Year 1 Year 2 Year 3 Year 4 Year 5
Cost Items
Price
Universal User 70 $346.00 $24,220.00|$24,947.00 | $25,695.00| $26,466.00 | $27,260.00 TeamDynamix Asset Discovery 3,500 $2,000.00 $2,000.00 $2,122.00 $2,252.00 Licensing Totals: $26,220.00 $27,007.00 | $27,817.00 | $28,652.00 |$29,512.00 Professional Services Fees Related to Implementation (typically delvered within 4 months of signature Cost Items Price Year 1 Year 2 Year 3 Year 4 Year 5
ITSM + PPM Implementation $29,000.00 $29,000.00 $0.00 $0.00 $0.00 $0.00 Professional Services Totals: $29,000.00 $0.00 $0.00 $0.00 $0.00 Total Price: 55522000 $27,007.00 S27317,00 $28,652.00 $29,512.00 Our price proposal includes a special "Universal User License" allowing all users full access to the platform. With the Universal User License, users will have access to the following capabilities:
• Administrative access to TeamDynamix (TDAdmin) is granted and applies to all users with this license
• Management of every aspect of the ticketing life cycle with full access to the ticketing / PPM and asset applications for both service desk and operational tracking functions. • Access to all global reporting applications (Analysis) which includes out of the box reports and custom reporting tools.
Participation in the portfolio planning and project governance approval process.
Management of project status, charter, resources, and budget information.
CONFIDENTIAL
DocuSign Envelope ID: 41CB2E71-746F-4682-B894-E71E698EF4E0
CONFIDENTIAL PRICING SHEET
Implementation professional services fees will be paid as follows:
1. One third (33%) of total professional services fees following the completion of the implementation planning phase or sixteen (16) weeks after the contract execution date, whichever comes first.
2. One third (33%) of total professional services fees following the completion of configuration of TeamDynamix or twenty-six (26) weeks after the contract execution date, whichever comes first.
3. Remaining percentage (34%) of total professional services fees following the completion of End User Training activities or thirty-six (36) weeks after contract execution date, whichever comes first.
Add-On License Fees Year 1 Year 2 Year 3 Year 4 Year 5
Univeral User $346.00 $356.00 $367.00 $378.00 $390.00
Professional Services Estimated Travel Costs
Travel & Per Diem (Estimated 12 day) $5,000
CONFIDENTIAL
DocuSign Envelope ID: 41CB2E71-746F-4682-B894-E71E698EF4E0
CONFIDENTIAL PRICING SHEET
IN. WITNESS WHEREOF, the Parties have caused this Confidential Pricing Sheet to be executed by their duly authorized representatives, on the date and year written below.
TeamDynamix Solutions LLC City of Riverside, California -Docusigned by:
Signature ten Benvenuto Signature Al Zelinka (Ju17, 2080 14:54 PDT) Ken Benvenuto Print Al Zelinka
Print
Title_CEO Title City Manager
Date 4/28/2020 July 1,2020
Date
Attest: Colleen J. Nicol
Colleen J. Nicol (Jul 7, 2020 15:01 PDT)
City Clerk
) FUNDS AVAILABILITY:
Chiei Financial Offiger Ofty Treasurer
Approved as to form
Senior Deputy City Attorney
CONFIDENTIAL
ACTION BY WRITTEN CONSENT
OF
THE ULTIMATE MANAGING MEMBER
OF
TEAMDYNAMIX SOLUTIONS LLC
February 25, 2020
The undersigned (the "Undersigned"), being the ultimate managing member of TeamDynamix Solutions LLC, a Delaware limited liability company (the "Company"), acting by written consent without a meeting, does hereby consent to the adoption of the following resolutions:
Deal Authorization
NOW THEREFORE LET IT BE:
RESOLVED, that Ken Benvenuto, Chief Executive Officer of the Company (the "Officer"), is hereby an authorized officer for purposes of executing any definitive agreement with a client or prospective client of the Company under which the Company will provide services or a licensed product to such client.
General Authorizations
NOW THEREFORE LET IT BE:
RESOLVED, that the omission from these resolutions of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirements of any of the agreements or instruments described in the foregoing resolutions shall in no manner derogate from the authority of any officer to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions; and RESOLVED, that all actions previously taken by the undersigned or any authorized officer or agent of the Company relating to the foregoing resolutions and the transactions contemplated thereby be, and hereby are, adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company. [SIGNATURE PAGE FOLLOWS]
13137642v1
IN WITNESS WHEREOF, the undersigned, being the ultimate managing member of the Company, has duly executed this Written Consent as of the date hereof.
K1 INVESTMENT MANAGEMENT, LLC
- DocuSigned by:
Iran fain
By: - 5803A38832A424..
Name: Tarun Jain
Title: Board Member
13137642v1