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HomeMy WebLinkAboutResolution - 2021-R0254 - Contract 15638 with Hedgerow Software US 7.27.21Resolution No. 2021-R0254 Item No. 6.14 July 27, 2021 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City pf Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Service Contract No. 15638 for software and licenses to host and manage the Environmental Health Department Data as per RFP # 21- 15638-TF, by and between the City of Lubbock and Hedgerow Software US, Inc., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on July 27 _ , 2021. DANIEL M. POPE, MAYOR ATTEST: Rebetca Garza, City Se eta APPROVED AS TO CONTENT: Bill werton, Deputy Ci ger APPROVED AS TO FORM: Amy S' s, D orney Resolution No. 2021-R0254 e ero `.k k ( •� Software US, Inc. License and Support Agreement City of Lubbock Environmental Health Department Agreement Number: Agreement Date: Revision: LUBBOCK-062021 June 30, 2021 2.0 Signed contract must be returned, to Hedgerow Software US, Inc. by Client, within 30 days of receipt. In the event signed contract is not received by Hedgerow Software US, Inc. within 30 days of Client receipt, prices and terms contained herein are subject to change. City of Lubbock License and Support Agreement Contents "III Herdgero Software US, Inc. 1. Definitions...............................................................................................................................................................................4 2. License...................................................................................................................................................................................5 3. Ownership of Licensed Materials............................................................................................................................................5 4. Ownership of Client Data........................................................................................................................................................6 5. Prices, Adjustments. Taxes, and Non-Payment.....................................................................................................................6 6. Included Services...................................................................................................................................................................7 7. Billable Services.....................................................................................................................................................................7 8. Warranty and Limitation of Hedgerow's Liability.....................................................................................................................8 9. Indemnification for Copyright Infringement.............................................................................................................................9 10. Force Majeure .........................................................................................................................................................................9 11. Client Responsibilities...........................................................................................................................................................10 12. Version and Module Upgrades.............................................................................................................................................10 13. Termination...........................................................................................................................................................................11 14. Actions Upon Termination....................................................................................................................................................11 15. Confidentiality.......................................................................................................................................................................11 16. General Provisions...............................................................................................................................................................12 17. Dispute Resolution................................................................................................................................................................13 18. Notice ....................................................................................................................................................................................13 19. Acceptance ...........................................................................................................................................................................14 Appendix A. Modifications to Standard Terms and Conditions.................................................................................................15 AppendixB. Dates and Tenn....................................................................................................................................................17 Appendix C. Volumes, Prices, and Payment Schedule............................................................................................................18 AppendixD. Statement of Work................................................................................................................................................21 Appendix E. Cloud Hosting Service Level Agreement..............................................................................................................33 Revision 2.0, June 30, 2021 2/35 Initial City of Lubbock Hedgero License and Support Agreement 1 Software US, Inc. LICENSE AND SUPPORT AGREEMENT THIS AGREEMENT ("Agreement") made as of the latest signature date in Section 19., Acceptance. BETWEEN: HEDGEROW SOFTWARE US, INC., a wholly owned subsidiary of Hedgerow Software Ltd., ("Hedgerow") and THE CITY OF LUBBOCK ENVIRONMENTAL HEALTH DEPARTMENT ("Client") WHEREAS Hedgerow is the developer and owner of a certain set of commercial -off -the -shelf (COTS) software products described as the Hedgehog Application Suite (Hedgehog); AND WHEREAS Client has determined Hedgehog is the best solution for Clients purposes; AND WHEREAS Client desires to obtain from Hedgerow a non-exclusive and non -transferable license to use Hedgehog; NOW THEREFORE this Agreement witnesses that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual promises herein, the parties agree as follows: This Agreement contains the following Appendices: Appendix A Modifications to Standard Terms and Conditions Appendix B Dates and Term Appendix C Volumes, Prices, and Payment Terms Appendix D Statement of Work Appendix E Cloud Hosting Service Level Agreement In the event of a conflict between the main body of the Agreement and an Appendix to the Agreement, the terms of the Appendix shall prevail. Revision 2.0, June 30, 2021 3/35 Initial City of Lubbock License and Support Agreement Nedgero'.;, Software US, Inc. 1. Definitions 1.1. Billable Services. The term "Billable Services" includes those services provided by Hedgerow for which a fee is charged. 1.2. Effective Date. The term "Effective Date" shall mean the latest date this Agreement is signed in Section 19., Acceptance. 1.3. Go Live. The term "Go Live" is defined as the point in time when Client data is being used for production purposes and Client is operational for ten (10) consecutive business days. 1.4. Included Services. The term "Included Services" includes those services provided by Hedgerow in support of Licensed Materials at no additional cost to Client. 1.5. Licensed Materials. The term "Licensed Materials" shall mean computer programs, in object form, and all related documentation and materials provided to Client under the terms of this Agreement. Licensed Materials shall not include Source Code. 1.6. Licensed Programs. The term "Licensed Programs" shall mean the object code version of the software, as well as all updates, enhancements and releases. Licensed Programs are a sub -set of the Licensed Materials. 1.7. Proprietary Technology. The term "Proprietary Technology" shall mean software, inventions, concepts, templates, development tools, methodologies, processes, techniques or other proprietary material or information. 1.8. Services. The term "Services" shall collectively mean any services related to the support and use of the Licensed Materials covered by this Agreement 1.9. Source Code The term "Source Code" shall mean a full source language statement of the programs owned by Hedgerow used to prepare the Licensed Programs, including any updates, enhancements, revisions and modifications thereto that are provided to Client under this Agreement. Source Code shall not include any source language statements for any portion of the Licensed Programs owned by or sublicensed from third parties. 1.10. Statement of Work. The term "Statement of Work" shall mean the document incorporated into this Agreement as Appendix D that defines all project deliverables and activities for Client's initial Hedgehog implementation. 1.11. Version. The term "Version" shall mean an issue of Licensed Programs, which has been made available to the Client. 1.12. Work Order. The term "Work Order" shall mean the document required to authorize Billable Services which are outside of those agreed to in Appendix D, Statement of Work. Revision 2.0, June 30, 2021 4 / 35 Initi �Initial City of Lubbock License and Support Agreement 2. License Hedgero Software US, Inc. 2.1. Hedgerow hereby grants to Client, and Client hereby accepts from Hedgerow, subject to the terms and conditions of this Agreement, a non-exclusive, non -transferable license ("License") to use the Licensed Materials solely for Client's own purposes. The License shall be restricted for use with one (1) production server database with a single set of master code tables. 2.2. The License also authorizes Client to maintain a backup copy of the Licensed Programs for use with databases for back up and testing purposes only. Client agrees to receive prior written approval from Hedgerow before copying any portion of the Licensed Programs for any other purpose, which Hedgerow may, at its sole and unfettered discretion, grant or not grant. 2.3. Client may not assign, sublicense or otherwise transfer, in whole or in part, the License, this Agreement, or any of its rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the prior written consent of Hedgerow. 3. Ownership of Licensed Materials 3.1. Hedgerow is the lawful owner of all proprietary rights whatsoever in the Licensed Materials including any changes, additions, and enhancements in the form of new or partial programs or documentation, but not as to limit the generality thereof, all copyright interests in the Licensed Materials. All copies of the Licensed Materials provided to, or reproduced by, Client pursuant to this Agreement are, and remain, the property of Hedgerow. No rights in the Licensed Materials are granted to anyone other than those set forth in this Agreement. Client shall use its commercially reasonable best efforts to prevent any violations of Hedgerow's property rights in the Licensed Materials; and shall, under no circumstances, sell, lease, sublease, sublicense, assign, barter, or otherwise transfer the Licensed Materials or use of the Licensed Materials for the processing of data for others for consideration, except as provided herein. 3.2. Client shall have no right to modify, enhance or otherwise change or supplement the Licensed Materials in any way without the prior written consent of Hedgerow, however, Client shall be entitled to merge the Licensed Materials into other materials to form a system, provided that upon termination of the License granted by this Agreement, the Licensed Materials will be completely removed from the system and treated as though permission to merge had never been granted. Use of the Licensed Materials in a system shall remain subject to all other terms of this Agreement. 3.3. The Licensed Materials and all other data or materials supplied by Hedgerow to Client are confidential and proprietary to Hedgerow, protected by law and of substantial value to Hedgerow, and their use and disclosure must be carefully and continuously controlled. 3.4. The Licensed Materials and the Source Code are protected by the Copyright Laws of United States of America. 3.5. * All logos, trademarks and trade names of Hedgerow are proprietary to Hedgerow and may only be used as authorized in writing by Hedgerow. 3.6. Client shall keep all property of Hedgerow free and clear of all claims, liens and encumbrances. 3.7. Client shall notify Hedgerow immediately of the unauthorized possession, use or knowledge of any item supplied to Client pursuant to this Agreement. Revision 2.0, June 30, 2021 5 / 35 Initia Initial City of Lubbock License and Support Agreement Hedgero Software US, Inc. 3.8. In the event Client breaches or attempts to breach any of the provisions of this Section 3, Hedgerow shall have the right, in addition to such other remedies which may be available to it, to injunctive relief enjoining such breach or attempt to breach, it being acknowledged that legal remedies are inadequate. The provisions of this Section 3 shall survive termination of this Agreement until the Licensed Materials are completely removed from Client's hardware. Client will furnish Hedgerow with an Officer Certificate certifying that the original and all copies, in whole or in part, of the Licensed Materials have been removed from Client's hardware and either returned to Hedgerow or destroyed by Client. 3.9. Each party will retain all its rights in any Proprietary Technology that it owned or developed prior to the Effective Date of this Agreement; and in the case of Hedgerow, acquires or develops thereafter other than in connection with this Agreement or the performance of Services under this Agreement. Any enhancements, improvements or changes developed or made to Proprietary Technology of either party in performing the Services shall be owned by the owner of the Proprietary Technology to which those enhancements, improvements or changes were developed or made. 4. Ownership of Client Data 4.1. Client owns all Client specific data created by Client staff using the Licensed Programs. 4.2. If Client is using Hedgehog in a cloud -hosted environment, Client shall notify Hedgerow, and Hedgerow shall comply, if Client wants a copy of such Client data, or wants it removed from Hedgerow controlled cloud servers. 4.3. Hedgerow shall not, with respect to any programs, documents, data, information and other material that are the property of the Client: (a) copy or duplicate them except to the extent that it is necessary for the performance of the Services or for back-up purposes; or (b) use them except as required for the performance of the Services; or (c) provide or make them accessible to its contractors, officers, employees or agents except as required for the performance of the Services; or (d) subject to exceptions contained in clauses (a), (b), and (c), provide or make them accessible to anyone without the prior written consent of Client. 5. Prices, Adjustments, Taxes, and Non -Payment 5.1. Prices and payment terms for recurring license and support fees and one-time professional services are contained in Appendix C. 5.2. Client is responsible for knowing all State and Local tax rules, paying all applicable taxes on Hedgerow fees, or providing Hedgerow with an affidavit affirming Client is not subject to taxes. 5.3. For each month a payment is 30 days past due, Hedgerow will assess, and Client shall pay, a late fee of two percent (2%), or the highest amount allowed by law. 5.4. Client shall make a Hedgerow invoice dispute known within thirty (30) days of receipt of the disputed invoice and pay the undisputed amounts. If a dispute cannot be resolved by negotiations, it shall be submitted to Dispute Resolution (Section 18). 5.5. At the end of Client's then current term, Hedgerow may choose to increase prices for the successive term and will notify Client at least sixty (60) days prior of Hedgerow's intent to do so. 5.6. Hedgerow reserves the right to withhold services for non-payment of fees. Revision 2.0, June 30, 2021 6 / 35 Initi �Initial City of Lubbock License and Support Agreement 6. Included Services Nedgero Software US, Inc. The following services are included in the Client's annual license and support fees: 6.1. Telephone Support: Hedgerow provides support via a toll -free number for Client's usability questions and/or problem resolution. Telephone support is provided during Hedgerow's regular business hours (7:30 A.M. to 4:30 P.M., Mountain Standard Time, Monday through Friday, with Federal and State holidays excluded.) Issues can be reported twenty-four (24) hours a day via Hedgerow's Customer Support Portal, e-mail, or telephone. A Hedgerow representative will contact Client during standard business hours the next day, should a request come in during non - business hours. 6.2. Web -Based Support: Clients have twenty-four (24) hour access to Hedgerow's Customer Support Portal to log and track issues via an online helpdesk. 6.3. Licensed Programs Maintenance: Hedgerow will provide Licensed Programs maintenance, which includes defect fixes, and any other required modifications to keep the Licensed Programs in conformance with the specifications contained in the then current Hedgerow Licensed Materials. Hedgerow will amend the specifications only to remove documentation errors, provide consistency of interpretation or describe improvements to the Licensed Programs. Hedgerow will correct any error or malfunction in the Licensed Programs that prevents it from operating in conformance with the then current Licensed Materials, or Hedgerow will, within a period of time acceptable to Client, acting reasonably, provide a commercially reasonable alternative that will have the same functionality as the then current Licensed Materials and will conform to the specifications of the then current Licensed Materials. If Client's system is inoperable due to a reproducible error or malfunction, and Client is in compliance with the conditions listed in Section 8.2, Hedgerow will provide continuous effort to correct the error or malfunction. 7. Billable Services The following services, and services not specifically included in Appendix D, will be provided on a fee basis after completion and approval of a Work Order and will be billable at Hedgerow's professional services rate identified in Appendix C. 7.1. Included Services initiated outside of Hedgerow's normal service hours, unless under the continuous effort clause in Section 6.3. 7.2. Business analysis. 7.3. Professional services requested by Client for assistance with migration to a new Version. 7.4. Data conversion. 7.5. Data correction or restoration, unless caused by Hedgerow's negligence while working on Client's system. 7.6. Custom programming. 7.7. Custom report development. Support calls specifically related to Hedgehog's integrated DevExpress© report writing tool that exceed thirty (30) minutes. 7.8. Additional training to Client staff not included in Appendix D, Statement of Work. 7.9. Additional Disclosure Site professional services requested after Go Live. Revision 2.0, June 30, 2021 7 / 35 Initi ,V# jlnifial City of Lubbock License and Support Agreement "'" Hedgerow' Software US, Inc. 7.10. Error or defect fixes determined, after investigation by Hedgerow, to have occurred as a result of Client not being in compliance with one or more of the reasons listed in Section 8.2. Client shall reimburse Hedgerow, at Hedgerow's then prevailing professional services rate, for all costs incurred in investigating such error or defect. 8. Warranty and Limitation of Hedgerow's Liability 8.1. Hedgerow represents and warrants that the media used to deliver the Licensed Materials to Client is free from mechanical or recording defects, and if such defects are found, Hedgerow will immediately replace the defective media. Hedgerow warrants that the Licensed Materials to be delivered hereunder have been tested for viruses using a commercially available virus scanning utility which is generally used in the industry, and are to the best of its abilities free of any time bombs, back doors, worms, Trojan horses and any other similar device or mechanism designed to disable or adversely affect the functionality of the Licensed Programs. 8.2. Hedgerow represents and warrants that the Licensed Programs will perform substantially in accordance with its then current Licensed Materials, at no additional cost to Client, provided that: (a) the Licensed Programs have not been modified by anyone other than Hedgerow, or as authorized by Hedgerow in writing; (b) Client is operating the then current version of the Licensed Programs; (c) Client's computer hardware is in good operating order and is installed in a suitable operating environment; (d) Client's computer hardware configuration used in the operation of the Licensed Programs meets Hedgerow's approved specifications; (e) the error or defect is not caused by Client or its agents, employees or contractors; (f) Client promptly notifies Hedgerow of the error or defect after it is discovered; (g) all fees then due to Hedgerow have been paid; and (h) Client is not otherwise in breach of its material obligations under this Agreement. In such event, Hedgerow shall use its best efforts to cause the Licensed Programs to perform substantially in accordance with its then current Licensed Materials within a period of time acceptable to Client, acting reasonably. 8.3. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PROGRAMS, THE LICENSED MATERIALS OR ANY UPDATES, ENHANCEMENTS OR RELEASES THERETO, OR ANY OTHER SERVICES OR GOODS PROVIDED BY HEDGEROW TO CLIENT IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT'S SOLE AND EXCLUSIVE REMEDIES AND HEDGEROWS ONLY OBLIGATIONS UNDER THE WARRANTY SET FORTH IS TO CAUSE THE LICENSED PROGRAMS TO OPERATE SUBSTANTIALLY IN ACCORDANCE WITH HEDGEROWS THEN - CURRENT LICENSED MATERIALS OR CORRECT THE THEN CURRENT LICENSED MATERIALS. 8.4. HEDGEROW DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS SHALL MEET CLIENTS REQUIREMENTS OR SHALL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR SYSTEMS WHICH CLIENT SELECTS FOR USE, OR THAT THE OPERATION OF THE LICENSED PROGRAMS SHALL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS AND DEFECTS HAVE BEEN IDENTIFIED AND CORRECTED BY HEDGEROW. Revision 2.0, June 30, 2021 8 / 35 Initi I nitial City of Lubbock License and Support Agreement Hedgero Software US, Inc. 8.5. HEDGEROW SHALL NOT BE LIABLE FOR ANY LOSS, COST, EXPENSE OR DAMAGE TO CLIENT IN AN AMOUNT EXCEEDING THREE (3) TIMES THE TOTAL AMOUNT PAID BY CLIENT TO HEDGEROW IN THE TWELVE (12) MONTHS PRIOR TO A CLAIM, WHETHER ARISING AS A RESULT OF: (A) ANY BREACH OF THIS AGREEMENT BY HEDGEROW; (B) ANY ACT OR FAILURE TO ACT OF HEDGEROW; OR (C) ANY CLAIM MADE AGAINST CLIENT BY ANY OTHER PARTY, EVEN IF HEDGEROW HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM. CLIENT AGREES THAT IT SHALL NOT ASSERT ANY CLAIMS AGAINST HEDGEROW BASED ON ANY THEORY OF STRICT LIABILITY. 9. Indemnification for Copyright Infringement 9.1. Hedgerow represents and warrants that it is the owner of the Licensed Materials and that it has the right to grant the License granted hereunder. Hedgerow agrees to defend Client against, and indemnify and save harmless Client from and against all actions, claims, demands, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any or alleged infringement of any copyright, patent, trademark, trade secret or other industrial or intellectual property right, and to pay the amount of any adverse final judgment (or settlement to which Hedgerow consents) resulting from third party claim(s) (hereinafter "Indemnified Claims") that the Client's use of the Licensed Materials infringe any copyright or patent; provided Hedgerow is notified promptly in writing of the Indemnified Claims and has sole control over its defense or settlement, and Client provides reasonable assistance in defense of same. In the event that a deliverable, or any part thereof, is held to constitute an infringement and the use thereof is enjoined, Hedgerow shall, at its expense, either: (a) procure for Client the right to continue using the deliverable or infringing parts; or (b) replace the deliverable or infringing parts with a non - infringing product or parts; or (c) modify the deliverable or infringing parts to Client's satisfaction so they become non -infringing. 10. Force Majeure 10.1. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay both: (a) is caused by any of the following: acts of war, terrorism, civil riots or rebellions; quarantines, embargoes and other similar unusual governmental action; extraordinary elements of nature or acts of God; and (b) could not have been prevented by the non -performing parry's reasonable precautions or commercially accepted processes, or could not reasonably be circumvented by the non -performing party through the use of substitute services, alternate sources, work -around plans or other means by which the requirements of a buyer of services substantively similar to the Services hereunder would be satisfied. Events meeting both of the criteria set forth in clauses (a) and (b) above are referred to individually and collectively as "Force Majeure Events". The parties expressly acknowledge that Force Majeure Events do not include vandalism, regulatory acts of governmental agencies, labor strikes, or the non-performance of third parties or subcontractors relied on for the delivery of Services, unless such failure or non-performance by a third party or subcontractor is itself caused by a Force Majeure Event, as defined above. Upon the occurrence of a Force Majeure Event, the non -performing party shall be excused from any further performance or observance of the affected obligation(s) for as long as such circumstances prevail, and such party continues to attempt to recommence performance or observance to the greatest extent possible without delay. Revision 2.0, June 30, 2021 9 / 35 IN ' &Initial City of Lubbock License and Support Agreement Hedgero Software US, Inc. 10.2. If a Force Majeure Event causes a material failure or delay in the performance of any Services for more than ten (10) consecutive business days, Client may, at its option, and in addition to any other rights Client may have, procure such Services from an alternate source until Hedgerow is again able to provide such Services, and Hedgerow shall be liable for all payments made and costs incurred by Client required to obtain the Services from such alternate source during such period. Client shall continue to pay Hedgerow the charges established hereunder during such period, but Hedgerow shall not be entitled to any additional payments as a result of the Force Majeure Event. If a Force Majeure Event causes a material failure or delay in the use of the Licensed Programs, or the performance of any Services, for more than thirty (30) consecutive days, Client may, at its option, and in addition to any other rights Hedgerow may have, immediately terminate this Agreement without liability to Hedgerow. 11. Client Responsibilities Client is responsible for the following: 11.1. Timely payment of Hedgerow invoices. 11.2. Provision of appropriate operating environment for hardware, Client employees, and Hedgerow staff when at Client's location. 11.3. Provision of knowledgeable, competent operators with an understanding of Clients operations. 11.4. For Client self -hosted systems, ensuring that Client has knowledgeable, competent staff or contracted network support personnel to install the Licensed Programs and resolve problems with Client infrastructure/environment. 11.5. Scheduled training to properly prepare Clients staff to use Licensed Programs. 11.6. Daily, or whenever they change, backups of files and Licensed Programs kept in a secure place. 11.7. Notification to Hedgerow of a problem as soon it appears. 12. Version and Module Upgrades 12.1. Hedgerow will, as and when it develops Licensed Programs upgrades and enhancements, make those available to Client. Hedgerow will provide the necessary instructions and software tools so Client can install the upgrades and modifications. 12.2. Hedgerow will periodically provide upgrades, enhancements and new Versions with no increase to license and support fees. Client will maintain its system at the current, most recent production release level of the Licensed Programs. One (1) year after the release of a new Licensed Programs Version, Hedgerow will not be obligated to maintain prior Versions. Hedgerow will also periodically offer new Licensed Programs that have an additional billable price. New billable Licensed Programs offerings are optional, and Client will not be required to purchase them at any time to comply with the support conditions in Section 8.2. Revision 2.0, June 30, 2021 10 / 35 Initial4)nitial City of Lubbock License and Support Agreement 13. Termination ", " Nedgero Software US, Inc. 13.1. Client may, at any time, terminate this Agreement without cause by giving Hedgerow at least ninety (90) days written notice specifying the effective date of termination. 13.2. If Client terminates this Agreement before the end of the term identified in Appendix B, Client will pay an early termination fee of five percent (5%) of the quarterly license fee for each quarter remaining in the term. 13.3. Hedgerow may terminate this Agreement without cause with one (1) year written notice to Client, or at the end of the term identified in Appendix B. 13.4. Without restricting any other remedies available, Client may, at its sole option, immediately terminate this Agreement, without incurring a penalty, if (a) Hedgerow violates any material term or condition of this Agreement and such violation remains uncorrected sixty (60) days after written notice specifying the violation has been provided to Hedgerow; or (b) if Hedgerow is dissolved or becomes bankrupt or insolvent; or (c) if Hedgerow, its contractors, agents, officers or employees breach any of the confidentiality provisions of this Agreement. 13.5. If Client violates any material term or condition of this Agreement, Hedgerow will notify Client in writing of its intent to terminate this Agreement for cause, with the cause(s) specifically identified. Client will have sixty (60) days to correct the cause(s), and if the corrections are not made, Hedgerow will have the right to terminate this Agreement. During this correction period all rights and obligations of this Agreement shall remain in force. There will be no early termination penalty for Hedgerow initiated termination. 14. Actions Upon Termination 14.1. Client will cease using Licensed Materials immediately upon termination. 14.2. Within thirty (30) days after termination for any reason, Client will furnish Hedgerow an Officer Certificate certifying that the original and all copies, in whole or in part, of the Licensed Materials have been removed from Client's hardware and either returned to Hedgerow or destroyed by Client. 14.3. Client will pay all amounts due Hedgerow. 16. Confidentiality 15.1. Both Hedgerow and Client have made and will continue throughout the term of this Agreement make available to the other party confidential personal and proprietary materials and information ("Confidential Information"). All materials and information provided by one party to the other relating to the business, policies, procedures, customs and forms of the providing party or any of its affiliates, including but not limited to Client data, as well as information previously divulged or delivered regarding the aforementioned subject matter, is hereby designated as confidential and proprietary and shall be considered to be Confidential Information ("Client Materials"). Except for Confidential Information included in Client Materials, the parties agree that the obligations set forth above in this section do not apply to materials or information that: (a) are already, or otherwise become, generally known by third parties as a result of no act or omission of the receiving party; or (b) subsequent to disclosure hereunder are lawfully received from a third party having the right to disseminate the information and without restriction on disclosure; or (c) are generally furnished to others by the disclosing party without restriction on disclosure; or (d) were already known by the receiving party prior to receiving them from the disclosing party and were not received from a third party in breach of that third party's obligations of confidentiality; or (a) are independently developed by the receiving party without the use of Confidential Information of the disclosing party. Revision 2.0, June 30, 2021 11 / 35 City of Lubbock License and Support Agreement Hedgero ,~ Software US, Inc. 15.2. Hedgerow shall not, without the prior written consent of Client, process, store, or transmit personal information which may be present in the Client Materials in or to a country other than United States of America. 15.3. If, to provide the Services, Hedgerow must disclose or make accessible any Client Materials to a third party, Hedgerow shall, before doing so obtain from the third party a written agreement in favor of Hedgerow and Client, in a form satisfactory to Client, under which the third party agrees to be bound by the obligations contained in this Section 15 applicable to Hedgerow. 15.4. Hedgerow agrees to permit Client to have access to Hedgerow's premises, records and employees at any reasonable time to perform reviews and audits that Client considers advisable to ensure that Hedgerow is meeting the requirement of this Section 16. Hedgerow further agrees to provide its full co-operation for the purpose of such reviews and audits. Officers and employees of Hedgerow, its contractors and agents will be subject to the same electronic monitoring as government employees while on Client's premises. 15.5. Hedgerow shall immediately report to Client: (a) if Hedgerow or an affiliated company of Hedgerow is served with an order, demand, warrant or any other document purporting to compel the production of any Client Materials. 15.6. The parties hereto agree not to disclose or make available to anyone not entitled to the benefit of this Agreement any specific financial information, including but not limited to prices, contained in this Agreement without the written consent of the other party. 15.7. Client agrees not to disclose or make available to anyone not entitled to the benefit of this Agreement any information divulged by Hedgerow, the disclosure of which would be harmful to the business operations of Hedgerow, without the written consent of Hedgerow. 15.8. The provisions of this Section 15 shall not prevent either party from disclosing any documents, data, or information as necessary to comply with any applicable statute or other law requiring such disclosure, including for the provision of legal services. 15.9. Hedgerow may, for the purposes of marketing, disclose Client's name and a general description of the Services provided to Client pursuant to this Agreement, but shall not indicate in any way that Client endorses Hedgerow's Services. 15.10. Hedgerow shall return to Client all Client Materials, except to the extent that Client agrees in writing to the destruction by Hedgerow of any of Client Materials in which case Hedgerow shall confirm in writing to the Client that such Client Materials have been destroyed: (a) when they are no longer required by Hedgerow to provide Services; and (b) as soon as possible but not later than fifteen (15) days of the date of termination or expiration of the agreement. 15.11. This section shall survive the expiry or termination of this Agreement. 16. General Provisions 16.1. Hedgerow shall not assign or transfer this Agreement or subcontract any of the rights or obligations under this Agreement, without first obtaining written permission from Client. No assignment, transfer or subcontract of this Agreement will relieve Hedgerow of any obligations under this Agreement, except to the extent they are properly performed by Hedgerow's permitted assigns and subcontractors. 16.2. Time is of the essence with respect to the Services to be provided by Hedgerow to Client under this Agreement. 16.3. If any provision of this Agreement is for any reason invalid, that provision will be considered separate and severable from this Agreement, and the other provisions of this Agreement will remain in force and continue to be binding upon the parties as though the invalid provision had never been included in this Agreement. Revision 2.0, June 30, 2021 12 / 35 City of Lubbock License and Support Agreement HedgerM,11 Software US, Inc. 16.4. Those provisions of this Agreement which are intended to survive the termination or expiration of this Agreement will survive, including, without limitation, Sections 3 and 4 (Ownership); Section 8 (Warranty and Limitation of Hedgerow's Liability) and Section 15 (Confidentiality). 16.5. Any delay, neglect or forbearance by a party in enforcing against the other party any term, condition or obligation of this Agreement shall not constitute a waiver of such or in any way prejudice any rights or remedies of that party. Any waiver of any term, condition or obligation of this Agreement must be in writing to be effective and shall apply only to the extent set forth in writing. 16.6. This Agreement shall be governed by and construed in accordance with the laws of the state and county wherein Client's administrative headquarters are located. 16.7. This Agreement constitutes the full and complete understanding of the parties to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements. This Agreement can only be changed by the written mutual consent of both Hedgerow and Client. 17. Dispute Resolution 17.1. Any dispute that cannot be resolved by the parties will be resolved with a three -step dispute resolution process. The three -step process shall (a) begin with informal negotiations conducted in good faith: (b) be followed, if necessary, by mediation, initiated by written demand of one party served on the other, and if the mediator determines that the dispute cannot be resolved by mediation, then: (c) the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. 17.2. In the event litigation is required by either party to enforce the terms and conditions of this Agreement, the prevailing party shall be reimbursed attorney fees, expert witness costs, and court costs by the party prevailed upon. 18. Notice 18.1. Any notice, request, demand, consent, or other communications provided or permitted hereunder shall be in writing and given by personal delivery, transmitted by facsimile, or sent by ordinary mail, postage paid, addressed to the party for which it is intended at its address as follows: For Hedgerow: For Client: Attention: Attention: John Dodson Stevan Walker, REHS/RS, CPO Chief Financial Officer Environmental Health Coordinator Hedgerow Software US, Inc. City of Lubbock 700 Van Ness, Suite 222 1314 Avenue K, 4'h Floor Fresno CA 93721 Lubbock, TX 79401 Phone: (844) 479-4759 Phone: (806) 775-2116 Email: johndodson@hedgerowsoftware.com Email: mswalker@mylubbock.us Revision 2.0, June 30, 2021 13 / 35 City of Lubbock License and Support Agreement 19. Acceptance Hedgero Software US, Inc. Hedgerow and Client have caused this Agreement to be executed by their duly authorized representatives on the respective dates entered below: Hedgerow Software US, Inc. 2210 San Joaquin Street Fresno CA 93721 City of Lubbock 1314 Avenue K Lubbock, TX 79401 By its authorized si natory: By its autho ' ignatory: Sig re Signature John Dodson Daniel M. Pope Name Name Chief Financial Officer Mayor Title Title Date Revision 2.0, June 30, 2021 July 27, 2021 Date ATTESTED TO: le.'t , . C S g ture Rebecca Garza Name City Secretary Title AP7=OR-'--� S gnatu Amy Sims Name Deputy City Attorney Title 14/35 Initial City of Lubbock License and Support Agreement Hedgero Software US, Inc. Appendix A. Modifications to Standard Terms and Conditions Client has requested, and Hedgerow has agreed to, the following modifications to the standard terms and conditions in this Agreement: Paragraph 5.2. of Section 5, "Prices, Adjustments, Taxes, and Non -Payment," is revised as follows: 5.2. Client is a tax-exempt governmental entity and is not subject to taxes. The second paragraph of paragraph 6.3. of Section 6, "Included Services," is revised as follows: If Client's system is inoperable due to a reproducible error or malfunction and Client is in compliance with the conditions listed in Section 8.2, Hedgerow will provide continuous effort to correct the error or malfunction; and, if Hedgerow is unable to do so after a period of thirty (30) days, Hedgerow shall reimburse Client for all fees paid by Client for license and support services from the date of malfunction to end of term. The last sentence of paragraph 8.2. of Section 8, "Warranty and Limitation of Hedgerow's Liability," is revised as follows: In such event, Hedgerow shall use its best efforts to cause the Licensed Programs to perform substantially in accordance with its then current Licensed Materials within a period of time acceptable to Client, acting reasonably; and, if Hedgerow is unable to do so after a period of thirty (30) days, Hedgerow shall reimburse Client for all fees paid by Client for license and support services from the date of malfunction to end of term. The last sentence of paragraph 10.2. of Section 10, "Force Majeure," is revised as follows: If a Force Majeure Event causes a material failure or delay in the use of the Licensed Programs, or the performance of any Services, for more than thirty (30) consecutive days, or 30 days out of a forty (40) day consecutive period, Client may, at its option, and in addition to any other rights Client may have, immediately terminate this Agreement without liability to Client. Paragraph 14.3. of Section 14, "Actions upon Termination," is revised as follows: 14.3. Client will pay amounts due to Hedgerow pursuant to Paragraph 13.2. Paragraphs 15.6., 15.7. of Section 15, "Confidentiality," are revised as follows: 15.6. Subject to the requirements of the Texas Public Information Act, any information provided to or received by Hedgerow from Client shall be held in the highest confidence and not disclosed to any third party without express written permission of Client. Additionally, any proprietary information provided by Hedgerow to Client shall not be disclosed by Client to any third party without the express written consent of Hedgerow, subject to the requirements of the Texas Public Information Act as further discussed below. Each party agrees to treat such information with the same standard of care that it uses with respect to its own proprietary information to prevent the information's disclosure. Revision 2.0, June 30, 2021 15/35 Initial City of Lubbock License and Support Agreement HedgerM" Software US, Inc. 15.7. Hedgerow understands that Client is required to comply with the Texas Public Information Act (Chapter 552, Texas Government Code, as amended) ("TPIA") when responding to records requests made under TPIA. If Client receives a request for information which Hedgerow has expressly marked or identified as being confidential, trade secret, or another type of proprietary and confidential commercial or financial information under law, Client will notify Hedgerow of its receipt of the request and will seek a decision from the Texas Attorney General's Office identifying the exception or exceptions to disclosure believed to apply. The parties acknowledge that TPIA requires a brief to be submitted to the Attomey General's Office explaining why the claimed exceptions apply to the information at issue. Client shall not be obligated to submit the brief supporting those claimed exceptions; instead, Hedgerow shall be solely responsible for submitting the brief and the documents at issue to the Attomey General's Office. Client shall only be responsible for providing such additional supporting information as the Attomey General's Office may need, if such information is in the sole possession of Client. Should the Texas Attorney General render a decision indicating that all or part of the information must be disclosed, Client shall be permitted to disclose the information unless Hedgerow successfully challenges the Attomey General in accordance with the requirements of TPIA. Nothing in this Agreement shall require Client to institute or participate in any litigation relating to a TPIA request for information that Hedgerow considers to be confidential. The following paragraphs are added to Section 16, "General Provisions": 16.8. Pursuant to Section 2270.002, Texas Government Code, the Hedgerow hereby (i) represents that it does not boycott Israel, and (ii) subject to or as otherwise required by applicable federal law, including without limitation 50 U.S.C. Section 4607, agrees it will not boycott Israel during the term of the Agreement. As used in the immediately preceding sentence, "boycott Israel" shall have the meaning given such term in Section 2270.001, Texas Government Code. 16.9. Hedgerow further represents that (i) it does not engage in business with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under Section 2252.153, Texas Government Code, as a company known to have contracts with or provide supplies or services to a foreign terrorist organization. As used in the immediately preceding sentence, "foreign terrorist organization" shall have the meaning given such term in Section 2252.151, Texas Government Code. Paragraph 17.1. of Section 17, "Dispute Resolution," is revised as follows: Client reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the Client shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. The following clause is incorporated into this Agreement: The parties expressly acknowledge that the Clients authority to indemnify and/or hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to require indemnification by the Client is invalid. Revision 2.0, June 30, 2021 16/35 Initial City of Lubbock Nedgero ;k ',k License and Support Agreement Software US, Inc. Appendix B. Dates and Term Agreement Effective Date is the latest date it is signed by Client in Section 19., Acceptance. Agreement term begins at Go Live and ends on the last day of Client's fiscal year, September 30"1, three (3) full fiscal years after Go Live. In the event the Agreement is not terminated, as specked herein, it shall be automatically renewed for a successive one (1) year term on the same conditions in effect at the conclusion of the ending term, with the exception of allowable price increases as defined in Agreement Section 5, and subject to Client's annual appropriation of sufficient funds. Revision 2.0, June 30, 2021 17/35 Initial City of Lubbock License and Support Agreement Hedgero Software US, Inc. Appendix C. Volumes, Prices, and Payment Schedule CA Number of Inspectors and Supervisors Annual license and support fees are based on Client's number of full-time equivalent (FTE) inspectors and supervisors as identified in this section. Client agrees to report, and pay for, additional FTE inspectors and/or supervisors as they are added to Hedgehog at Hedgerow's then prevailing rates. Number of Full -Time Equivalent (FTE) Inspectors and Supervisors: 10 C.2 Licensed Programs Licensed Programs included in this Agreement: ® Hedgehog ® Hedgehog Disclosure Site ® Hedgehog Portal Hedgehog eXchange C.3 Prices Annual License and Support Fees # of FTE9 Annual Rate Annual Cost Hedgehog 10 $ 2,000.00 $ 20,000.00 Hedgehog Disclosure Site 10 Included Hedgehog Portal $ 10,000.00 $ 10,000.00 Subtotal $ 30,000.00 Application Hosting Fees Monthly Rate Annual Cost Monthly Cloud Hosting Fees (10 FTEs) $ 1,000.00 $ 12,000.00 Subtotal $ 12,000.00 Total Recurring Fees $ 42,000.00 Revision 2.0, June 30, 2021 18/35 Initial City of Lubbock License and Support Agreement „" Hedgerog11 Software US, Inc. The following one-time Billable Services cover all implementation services, and estimated travel and per diem costs, that are outlined in Appendix D. Billable Services Description Amount One -Time Professional Services to Include: $ 40,000.00 Project Management Business Analysis & Configuration Remote Hedgehog Training Disclosure Site Setup and Configuration ® Hedgehog Portal Configuration & Training $ 10,000.00 ® Historical Data Conversion from EnvisionConnect $ 15,000.00 Total One -Time Professional Services Fees $ 66,000.00 CA Professional Services Rate Billable Services listed in Agreement Section 7 and requested outside of those agreed to in Agreement Appendix D will require authorization through a Work Order and will be billable at Hedgerow's professional services rate of $150.00 per hour. This professional services rate may be increased annually, and Hedgerow will notify Client of the increase at least sixty (60) days prior to it taking effect. C.5 Reimbursable Travel and Per Diem Expenses No onsite project events are included in Appendix D. Should onsite visits be requested by Client, reimbursable expenses will apply. Reimbursable expenses may include air travel, travel time, car rentals, public transportation, hotel accommodations, meals, and telephone expenses incurred when traveling for business related to Appendix D. Should Client request onsite project events, Hedgerow will prepare and deliver to Client, a reimbursable expense estimate. Client will be required to approve the reimbursable expense estimate, but reimbursable expenses for onsite project events will be billed to Client based on actual receipts. Hedgerow will attempt to take advantage of reduced fares whenever possible. If Hedgerow staff is required to travel more than two (2) hours one way to reach the Client site by the start time of the morning of the first day of an onsite project event, Hedgerow will arrive the day prior to the onsite project event. Revision 2.0, June 30, 2021 19/35 Initial City of Lubbock Nedgero ;k "I." License and Support Agreement Software US, Inc. CA Payment Schedule and Terms Recurring License and Support Fees Payment Percentage Milestone 100 Percent In Advance Quarterly Beginning at Go Live Annual Application Hosting Fees Payment Percentage Milestone 100 Percent Upon Client Access to Hosted UAT Environment for Configuration One -Time Professional Services Payment Percentage Milestone 50 Percent Contract Signing 50 Percent Go Live Acceptance All invoices are payable net thirty (30) days. Recurring fees payable at Go Live for the initial term will be prorated to reflect the period from Go Live to the last day of Clients then current fiscal year as defined in Appendix B. Second and successive years' recurring fees will be payable in advance each full fiscal year thereafter for the term of the Agreement. C.7 Client Taxes Tax Rate Exempt Exemption Number Sales Tax 0.0% C.8 Client Primary Billing Contact Stevan Walker, REHS/RS, CPO Environmental Health Coordinator 1314 Avenue K, 4"' Floor Lubbock, TX 79401 Phone: (806) 775-2116 Email: mswalker@mylubbock.us Revision 2.0, June 30, 2021 20 / 35 Initialo)Initial City of Lubbock License and Support Agreement Appendix D. Statement of Work „" Hedgero Software US, Inc. This Appendix D represents a Statement of Work (SOW) that outlines the work that will be performed for a successful Hedgehog Application Suite (Hedgehog) implementation. Implementation is defined as the process of project management, application deployment, business analysis, configuration, and acceptance testing. 1. Project Introduction Client has acquired Hedgehog to automate and manage field inspections, complaints, plan reviews, service requests, time and activity tracking, permitting, billing and reporting for the following regulated programs: • Food Establishments ■ Swimming Pools and Spas ■ Body Art Establishments ■ Foster Care and Group Homes ■ Smoking Establishments • Vacuum Trucks/Waste Haulers Historical data conversion from Client's EnvisionConnect legacy system is also included in the scope of this project. Where applicable, Client will utilize Hedgehog configuration and reports from Hedgerow's other Texas client(s) (e.g. 2015 Texas Food Establishment Rules (TFER) and Food Service Inspection Form). 2. Project Deliverables 2.1. Hedgerow Project Deliverables Hedgerow will deliver the following to Client within the scope of this project: System Deliverables Hedgehog Hedgehog Disclosure Site Hedgehog Portal Service Dellverables Project Management Business Analysis & Configuration Data Conversion Report Customization Remote Hedgehog Training Hedgehog Disclosure Site Setup & Configuration Hedgehog Portal Configuration & Training Acceptance & Sign -Off Documents Revision 2.0, June 30, 2021 21 / 35 Initial City of Lubbock License and Support Agreement 2.2. Client Project Deliverables Client will provide the following for the scope of this project: Ned gero � Software US, Inc. Client Deliverables Project Team All Required Hardware and Third -Party Software EnvisionConnect Legacy System Data and Documents: ■ Exported data conversion files in MS Access, MS SQL, .bd, or ASCII format ■ Data Dictionary (If available) • Data Entity Relationship Diagram if available Current Forms and Processes: ■ Documented Client Business Process ■ Inspection Reports/Checklists ■ Applications for Permit/Plan Review ■ Fee Schedules 2.2.1. Client Project Team Role Responsiblildes Project Sponsor (PS)- Part-time • Understand Client goals and objectives. • Issue resolution. • Oversee Client Project Manager activities. Project Manager (PM)- • Has a thorough understanding of client operations and Full-time, Dedicated workflows. • Communicates directly with Hedgerow Project Manager. • Assists Hedgerow Project Manager with training support materials. • Participates in all activities outlined in Statement of Work (SOW). • Obtains approval and signature on all required sign -off documents. • Coordinates Client subject matter experts. Department/Program Subject Matter • Has thorough knowledge of business practices, policies, and Experts (SME) workflows. • Defines configuration requirements for each program and/or functional business area. • Participates in testing. • Participates in data conversion validation and acceptance. • Participates in final acceptance review. • Act as Client train -the -trainers . Network Specialist/DBA • Has thorough knowledge of MS SQL Server. • Assist with Hedgehog installation. • Assist with interface development (if applicable). • Assist with data conversion requests. • Fulfill on-goingon-going role of Hedgehog DBA if internal) hosted). System Administrator(s) Support on -going Hedgehog operations. • Assist with Hedgehog configuration and administration. • Act as Client lead trainer. Revision 2.0, June 30, 2021 22 / 35 Initi I i Initial City of Lubbock License and Support Agreement 3. System Deployment 3.1. Hedgerow -Hosted Deployment Nedgero Software US, Inc. Hedgerow will provide cloud hosting services via Microsoft® Azure®. The Azure® environment offers a secure Tier 1 data center in the contiguous United States. All application hosting services are outlined in Agreement Appendix E., Cloud Hosting Service Level Agreement. In a Hedgerow -hosted deployment, Client is responsible for providing workstation hardware and third - party software that meets the minimum requirements in Section 3.1.1 directly below. 3.1.1. Minimum Workstation Requirements The following tables provide the minimum workstation requirements for the Hedgerow -hosted deployment. Item Hedgehog Hardware Computer Processor Intel Nehalem generation or later Processor Speed 2 GHz or greater RAM 8 GB Recommended Disk Space Disk space requirements for application, database and swap files are dependent on Clients chosen database options and volume of data (e.g. number of facilities, number of Inspections, etc.). Online Only - 250 MB Offline Support - 20 GB Network Internet Access is required for some features such as mapping to function. ts 1 50 Bandwidth Max 50 ms latency Supported Microsoft® Windows® Operating Systems Windows 8.x Windows 10 Professional/Enterprise Microsoft® .NET Framework Version 4.7.2 or higher Third Party Software Chrome, Firefox, Edge/IE, Safari or Opera Supported Microsoft® Databases ("Express Editions" can be used for Offline Client Databases) SQL Server 2016 Latest SP SQL Server 2017 Latest SP SQL Server 2019 Latest SP Revision 2.0, June 30, 2021 23 / 35 City of Lubbock License and Support Agreement Nedgero "I - ,� Software US, Inc. 4. Project Scope This section details the tasks involved in the Hedgehog implementation project. 4.1. Project Management Hedgerow will provide a professional, knowledgeable project team. Project management deliverables will include a project plan, bi-weekly status reports, risk/issue logs and system documentation. In addition, clients have access to a Customer Support Portal that offers an online helpdesk, discussion forums and knowledge base. Hedgerow will assign a dedicated Project Manager (PM) to this project. The PM will be responsible for coordinating Hedgerow resources, documentation review, communications, and project logistics. All Hedgerow resources required for this project will be accountable to the Hedgerow PM. Project management activities will include, but are not limited to: Activity Description Kick-off Meeting • Initial, remote meeting to set timelines, perform analysis and obtain configuration requirements Project Planning • Establish phased plan of inclusion of program areas and Hedgehog functions. • Establish general project timeline, with dates and milestones, including "go live target date. • Determine project team at each phase. • Confirm Client hardware, networks and data storage meet minimum requirements. Milestone . To occur after UATPsandbox" site is set up and initial configurations are applied. Teleconference Status Reporting . Bi-weekly status meetings. Project Closing • Remote meeting near "go4ive" date to discuss logistics, sign -off and hand-off. 4.2. Configure Microsoft® Azure® Could -Hosted Environment Activity Description Environment Setup • Create new production Azure® environment. • Create secondary UAT / "sandbox" Azure® environment for testing. • Setup production environment monitoring and backups. Revision 2.0, June 30, 2021 24 / 35 Init I g• Initial City of Lubbock Hedgero ;`����' License and Support Agreement 1 Software US, Inc. 4.3. Business Analysis & Configuration Hedgerow will conduct remote business analysis and configuration sessions to document Client's business processes and requirements. Business analysis and configuration will be managed by the Hedgerow PM, and activities will include, but are not limited to: Activity Description Business Process • Establish Client profile to document geographic, demographic and functional data. Review . Examine the business processes in each business area. • Perform gap analysis. Current Business Gather and review Client documented business process. Review Prepare the • Document Client's business rules and requirements. Configuration . Document Document and review appropriate tables. • Discuss functional areas, options and associated pros and cons. Populate Master Tables • Configure master tables based upon the Configuration Document. Review and Sign -Off . Review configuration. • Acquire Client configuration sign -off. 4.4. Data Conversion Hedgerow will provide historical data conversion services to migrate data from Client's EnvisionConnect legacy system into the Hedgehog database. Historical data conversion services do not include migration of scanned documents from EnvisionConnect. Data conversion activities will include: Activit ►� Description . „ _ Prepare for Data • Determine the relationship between legacy system data elements and Hedgehog Conversion data elements. • Establish cut-off date for Client's EnvisionConnect legacy system. Conversion Scripts • Create data conversion scripts. and Validation Testing . Perform data validation testing and adjust data conversion scripts accordingly. Live Conversion . Bring Client data in-house and perform conversion. • Retest data to ensure accuracy. • Return data to Client. Review and Sign -Off . Deliver final converted data and configuration to Client. • Acquire Client data conversion sign -off. Revision 2.0, June 30, 2021 25 / 35 City of Lubbock Hedgero License and Support Agreement Software US, Inc. 4.5. Training Hedgerow will deliver remote system training in the following format 4.5.1. System Administrator Training The System Administrator refers to the designated individual(s) in the Client's organization, who will be responsible for the use and support of the Licensed Materials, new user training, and act as the first line of Client internal support for Licensed Programs users. The System Administrator(s) will have thorough knowledge of Client's business processes, and will be trained to configure and maintain Hedgehog master table data such as: ■ Program Areas ■ Inspection Models (questions, canned comments, regulations that apply to each question, etc.) ■ Risk Assessment Models ■ Nexus Issue Models • Action and Activity Models ■ Service Providers and/or Employees The System Administrator Training is NOT end -user training and should only be attended by the appropriate staff. The following table outlines the approach that will be taken: Activity Description Custom Curriculum . Hedgerow will prepare a custom curriculum to be used for this training session based on the materials to be covered and any unique requirements the Client may have. IT Assistance . Prior to this remote training session, Hedgerow will deliver a training database configuration file. Hedgerow support staff will be available via phone for any assistance Client IT staff may require with the configuration file installation. Remote, Web . This training will be conducted remotely via GoToMeeting. Training 4.5.2. End -User Training End -user training is designed to train those people who will be using Hedgehog daily. These end -users may include, but are not limited to, the following: • Inspectors ■ Licensing Officers ■ Managers ■ Administrative Assistants Hedgerow will utilize best practices and conduct end -user training in a train -the -trainer format. The following table outlines the approach that will be taken: Activlty Description _ Custom Curriculum . Hedgerow will prepare a custom curriculum to be used for the training session based on the materials to be covered and any unique requirements the Client may have. IT Assistance . Prior to this remote training session, Hedgerow will deliver a training database configuration file. Hedgerow support staff will be available via phone for any assistance Client IT staff may require with the configuration file installation. Remote, Web . This training will be conducted remotely via GoToMeeting. Training Revision 2.0. June 30, 2021 26 / 35 City of Lubbock License and Support Agreement Nedgero Software US, Inc. 4.5.3. Introduction to Report Writer Hedgerow will deliver a one (1) hour Introduction Report Writer training to Client staff who will be tasked with creating new reports and modifying existing reports using Hedgehog's integrated DevExpress© report writing tool. Activity -_Description Introduction to Report • Writer • Review available datasets for data -bound reports. Review the Report Wizard. • Review basic navigation, properties, and the Report Explorer. • Review stored procedures for reports that may require datasets from multiple tables. Documentation . Upon the conclusion of this one (1)- hour Introduction to Report Writer training, Hedgerow will deliver DevExpress© end -user documentation and training videos to the Client. Remote, Web • This training will be conducted remotely via GoToMeeting. Training 4.5.4. Hedgehog Disclosure Site Administrator Training The Hedgehog Disclosure Site Administrator will be responsible for configuring the Hedgehog Disclosure Site to make sure that the appropriate data is disclosed. This training includes configuration of the Hedgehog master tables to determine which facilities and inspections are disclosed, as well as some site administration aspects such as the inspection and map quarantines, reporting, and look -and -feel management. Activity Description Hedgehog Disclosure Hedgehog Disclosure Site Administrator Training includes: Site Administrator 0 Configuring facilities for disclosure by Program Area and location Training . Configuring Inspections for disclosure by date and type • Configuring Disclosure Site field labels • Changing Disclosure Site look -and -feel • Managing map pins • Reviewing and approving inspections • Site statistics Remote, Web • This training will be conducted remotely via GoToMeeting. Training Revision 2.0, June 30, 2021 27 / 35 Initi I & Initial City of Lubbock ' 11�,"l . Software US, License and Support Agreement Nedgerore US, Inc. 4.6. Hedgehog Disclosure Site Set -Up & Configuration Hedgerow will lead a remote meeting to review a number of items, and to provide the Clients Project Team with sufficient information to make informed decisions about the configuration and operation of the Hedgehog Disclosure Site. This will include the following: Activity Description Hedgehog Disclosure • Discuss Program Areas to be disclosed. Different settings are available for different Site Configuration program areas, so conversation around these requirements will take place. Items . Discuss how the facilities disclosed on Hedgehog Disclosure will be geographically grouped to aid searching by the user. • Determine which types of inspections will be disclosed to the public. • Discuss the requirements around which inspection questions are to be disclosed. Inspection question answers are used to define this. • Define which fields will be available on the Hedgehog Disclosure Site. • Determine website update frequency. • Review the options for content on the static pages, including Contact Information, Disclaimer, FAQs and Glossary. • Discuss the options for Date Format, Inspection Result Groupings, and the Map and Table Search pages. • Discuss potential issues around mapping. • Review Client standards regarding website styling that may need to be implemented for Disclosure Site. Note: Annual license and support fees entitle Client to new versions of the Hedgehog Disclosure Site when released, including any enhancements and defect fixes, for the term of the Agreement. Revision 2.0, June 30, 2021 28 / 35 City of Lubbock License and Support Agreement Hedgero Software US, Inc. 4.6.1. Hedgehog Disclosure Site Feature Sets The table below outlines the Hedgehog Disclosure Site functionality that is currently available. Feature - Description - - - -- -- , • Static Pages o FAQs Configure text content, rich text format including hyperiinks o Contact Us Configure text content, rich text format including hyperlinks o Glossary Configure text content, rich text format including hypedinks from nav bar • Search Keyword Search of Facility Name, Site Address, Facility Type o Table Results Display in table with configurable columns, or on map with facility markers o Map Results Intuitive clustering of map pins, colored cluster pins based on pin concentration, configure pin color as neutral risk -based or hazard -based • Map Pop-up with Hyperlink to Facility Page Displays Facility Name, Site Address, Last Inspection Date ("No Information Available" displayed if no inspection available in the Publisher) • Facility page Configurable facility fields by Program Area, select display fields • Inspection page Configurable facility/inspections fields and disclaimer by Program Area, select display fields, configure questions by result, display grouping of questions • Complaint Form Available on facilities, with submit to configurable email address • Modify Look -and -feel Adjust IaUlong to move pins, with ability to review/export facilities with missing geocodes. CSS style sheet. Revision 2.0, June 30, 2021 29 / 35 Initia . Initial City of Lubbock Nedgero ��`��- License and Support Agreement Software US, Inc. 4.7. Hedgehog Portal Configuration & Training Hedgerow will provide the following remote, one-time professional services for the Portal implementation project: Activity Description Hedgehog Portal . Review the standard Hedgehog Portal features that will be utilized by the Client. Needs Analysis & . Define Hedgehog Portal organizational roles and users. Configuration • Confirm Hedgehog Portal deployment (e.g., Hedgerow hosted versus Client hosted). • Review Client online fee payment workflows (if applicable). • Assist Client with merchant services provider's payment gateway configuration as needed (if applicable). • Review Clients online application and form submission workflows. • Introduce Client to Hedgehog Portal configuration tools. • Assist the Client with online application and form submission configuration, including special instructions and required disclosures, for one (1) regulated program. Trained Client staff will be responsible for configuring all other regulated program applications and forms with Hedgerow guidance. • Review the Hedgehog Portal routing and notification process for online submissions. • Implement online submission review and acceptance criteria. • Review Client website branding preferences which will be limited to color palette selection, site icons, and agency logo. • Discuss and mitigate any potential issues surrounding data mapping between Hedgehog and the Hedgehog Portal. Activity Description Hedgehog Portal • Hedgerow will deliver remote Hedgehog Portal Administrator Training to the Administrator Training individual(s) who will be responsible for ongoing maintenance and configuration of the Hedgehog Portal. This training will be conducted remotely via GoToMeeting. Revision 2.0, June 30, 2021 30 / 35 City of Lubbock License and Support Agreement Hedgero Software US, Inc. 4.8. Report Customization As part of the scope of this project, Hedgerow will provide report customization services for the following four (4) reports: Report Description Maximum Development Hours One (1) Hedgehog Canned Invoice Report 8 One (1) Hedgehog Canned Permit to Operate 8 One (1) Hedgehog Canned Inspection Report (For all programs other than Food Safety.) 8 One (1) Texas Food Service Inspection Form 8 Report customization services for the reports identified above will be provided at no charge providing the professional service hours required for analysis, design, creation and testing do not exceed eight (8) hours per report. Design will be limited to the modification of the outward appearance of the labels, logos, comments and instructions on each canned report. If the professional service hours exceed eight (8) hours per report, the additional hours spent on these custom reports will be billable at Hedgerow's professional services rate, $150.00 per hour. The reports listed in the table above cannot be substituted. Hedgerow will acquire custom report requirements during the Business Analysis & Configuration phase of the implementation project. Hedgerow will detail the requirements for each custom report and acquire Client approval of the custom report specifications prior to creation of each report. Changes made after the custom report specifications have been accepted by Client, will be billable at Hedgerow's professional services rate, $150 per hour. No other report customization is included in the scope of this project. Any additional report customization requested by the Client during the implementation project can either be performed by the Client using Hedgehog's integrated DevExpress'" report writer or can be performed by Hedgerow via a Work Order and will be billable at Hedgerow's professional services rate, $150.00 per hour. Milestones for each report are: • Hedgerow to document and deliver custom report specifications to Client. • Client to provide written acceptance of report specifications within five (5) days of receipt. • Hedgerow to deliver completed report to Client for testing. • Client to test report to validate functionality within five (5) days of receipt. • Client will provide final, written acceptance within two (2) days of receipt. Revision 2.0, June 30, 2021 31 / 35 City of Lubbock License and Support Agreement 4.9. Final Acceptance Testing "' " Hedgero Software US, Inc. Upon Hedgerow's notification to Client that Hedgehog is ready for final acceptance testing for the deliverables outlined in this Appendix D, the Client will perform a variety of functions and verify their completion without error. These thorough tests will ensure all users, the environment, and data are ready for use in a production. Hedgerow will advise Client on the data that should be selected for testing, who should be involved, specific tests to be performed, and how successful completion is defined. Hedgerow's role in final acceptance testing is to ensure the tests are thorough, complete, valid and have been properly executed. Any issues or defects found will be documented as items requiring a fix prior to final acceptance and documented in the Issues Log. Client is responsible for fixing issues or defects associated with the Clients network, desktop computers, and all related infrastructure components. Hedgerow will be responsible for fixing issues or defects resulting from Hedgehog. 4.10. Go Live Upon completion of final acceptance testing, Client will be ready to 'go live' with Hedgehog in a production environment. 'Go live' is defined as the point in time when Client data is used for production purposes. Hedgerow will consider Client in a state of 'go live' when Hedgehog is functioning uninterrupted in production for ten (10) consecutive business days, before transitioning to support status. Upon to the completion of the 'go live' period, Hedgerow will deliver to Client a Notice of Project Completion and Acceptance. Client must return the signed acceptance form within five (5) business days of receipt. 5. Change Management Process Project changes that impact the cost and/or the method of the implementation scope outlined in this Appendix D will be managed through a Change Control Form. Change requests can be initiated by Hedgerow or by the Client. Once documented changes are reviewed by the Project Team, the Hedgerow Project Manager will prepare and deliver a Work Order to the Client for approval prior to any work being undertaken. Work Orders must be signed by both the Client and the Hedgerow. The services outlined in the Work Order will not commence until Hedgerow receives Client signature. Change request evaluations are billable up to 3.5 hours. If a change request evaluation exceeds 3.5 hours, Hedgerow will notify Client, and Client will seek authorization prior to proceeding. 6.1. Change Management Terms Term Definition Change Control . Procedure that will be implemented when there is a request for change to the method or scope that may result in Billable Services not included in this Agreement. Work Order • The document required to authorize Billable Services which are outside of those agreed to in this Appendix D. Revision 2.0, June 30, 2021 32 / 35 City of Lubbock License and Support Agreement Nedgero*11'-'`- Software US, Inc. Appendix E. Cloud Hosting Service Level Agreement Client has elected to deploy Hedgehog in a hosted environment. Hedgerow contracts with Microsoft® Azure® to provide cloud -based hosting services. The Client will receive the following as part of the application hosting fees: Data Center Client data will be hosted in an Azure® private cloud environment in a tier 1 data center in United States. The data center is a secure 24/7 manned onsite network operations site staffed with professional security officers, equipped with biometric access controls, monitored by extensive video surveillance and restricted to only authorized representatives. Infrastructure Hedgehog Database Server and Hedgehog Disclosure Site Server: One (1) Production and one (1) User Acceptance Testing (UAT) Hedgehog database and one (1) Disclosure Site will reside within a single Virtual Machine (VM), Windows Server Datacenter 2016, 4 core CPU, 16 GB of RAM, private IP address, Microsoft® SQL Server Standard Edition. Application Server: One (1) Production and One (1) UAT Hedgehog application will reside within a single VM, Windows Server Datacenter 2016, 4 core CPU, 16 GB of RAM, public IP address. Network and storage will be fully isolated with the Clients own subnet, private IP range, and specific Domain Name Server (DNS) to ensure absolute separation from other Azure® Client's. Disk Space: 1 TB of disk space is included in application hosting fees for data and attachments. If needed, additional disk space can be acquired in 1 TB units for an additional monthly fee. Availability 99.50% Network Uptime 99.5 /o Server Uptime 99.5% Application Availability If downtime is required for after-hours maintenance, an email notification will be sent to the Client with a minimum 24-hour notice unless emergency escalation is required. Email details will include: ■ Reason for the downtime ■ Date and time of downtime ■ Expected duration Security / Privacy All data passed to/from the Azure® cloud environment is encrypted during transmission. Revision 2.0, June 30, 2021 33 / 35 Initial City of Lubbock License and Support Agreement "' " Nedgere Software US, Inc. Virtual Machine (VM) Backup: Azure® performs a full weekly backup and a daily incremental backup of Client's virtual machines (VMs). Backups are stored in the Azure® Recovery Services vault. • Daily incremental backup retained for 14 days Data Backup and 0 Full weekly backup retained for 14 days Retention Database Backup: Automated daily backup of Client database is performed, and backup is stored on the database server. • Daily full backup retained for 14 days Patches and Upgrades Hedgerow will notify Client of all releases via email. Hedgerow staff will coordinate with designated Client staff to determine the timeframe for the release to be applied to Client's Azure® environments. Access Control Designated Hedgerow staff will have secure, authenticated access to Client's Azure® servers. These designated staff members will request written permission from the Client to access the Client's Azure® servers which may be necessary from time to time for the following reasons: ■ General server maintenance. ■ General database administration. ■ Performance, usage and/or security monitoring. ■ Hedgehog patches and upgrades. ■ General troubleshooting. Hedgerow is notified via email of all log -in attempts to Client's VM(s). System Monitoring 24/7 monitoring of the Client's Azure® cloud environment is provided. Hedgerow has rotating on -call staff to provide emergency after hours support related to Client's Azure® cloud environment Designated Hedgerow staff receive email notifications for all server log in attempts. Hedgerow will make Azure® activity logs available to Client upon request. Revision 2.0, June 30, 2021 34 / 35 City of Lubbock License and Support Agreement Hedgero Software US, Inc. Incident Reporting & Agencies can report incidents to Hedgerow via phone, email or the Customer Response I Support Portal. Revision 2.0, June 30, 2021 Support categories for Client -reported incidents are as follows: Category Description Category 1 System Crisis: Production environment is inaccessible. Category 2 System Problem: UAT environment is inaccessible during standard supDort hours. Category 3 System Concern: All environments are accessible; however, a degradation of service is noticeable on a platform that meets the posted Hedgerow minimum hardware and software requirements (e.g., system running slow). Note: This issue may be Client Initiated. Category 4 System issue: All environments are accessible and day4o-day work is not affected. Environment(s) require service outside of general maintenance e.. operating stem patch). Expected response times to each Category are as follows: Category Expected Type of Response Response Time Category 1 15 Minutes Ticket logged in Customer Support Portal or Client has called the emergency support number. Preliminary analysis of problem. Incident update email or phone call to Client. 30 Minutes Incident update email or phone call to Client. 45 Minutes Hedgerow 2nd tier support is initiated. Vendor support maybe initiated. Category 2 30 Minutes Ticket logged in Customer Support Portal. 1 Hour Incident update email or phone call to Client. 2 Hours Hedgerow 2nd tier support is initiated. Vendor support may be initiated. Category 3 30 Minutes Ticket logged in Customer Support Portal. 1 Hour Hedgerow, 2nd tier support is initiated. Vendor support maybe! itiated. Category 4 1 Hour Ticket logged in Customer Support Portal. 35/35 Initial CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1. 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certiftcate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2021-779482 HEDGEROW SOFTWARE US, INC. Fresno, CA United States Date Filed: 07/15/2021 2 Name of govemmenbd entity or state agency that is a party to the contract for which th being filed. City of Lubbock 7:1 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or Identify the contract, and provide a description of the services, goods, or other property to be provided under the contract Lubbock RFP 15638-TF This supersedes certificate #2021-778520, and references Hedgerow LSA Lubbock Contract 062021 Services: SaaS and supported services. 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Dodson, John Fresno, CA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is r 06 D 4" and my date of birth is My address is Z.5bi q ,,gf/1 AM:7 n _{ ( ) I (may) (State) (ziP code) (country) I declare under penalty of perjury that the foregoing is true and correct Executed in &wggg 2 County, State of. ! r on the/ day of 201. (mon) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2021-779482 HEDGEROW SOFTWARE US, INC. Fresno, CA United States Date Filed: 07/15/2021 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock Date Acknowledged: 10/20/2022 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Lubbock RFP 15638-TF This supersedes certificate #2021-778520, and references Hedgerow LSA Lubbock Contract 062021 Services: SaaS and supported services. 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Dodson, John Fresno, CA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a