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HomeMy WebLinkAboutResolution - 2023-R0140 - PO 21403866 with Waterfield Technologies 3.7.23Resolution No. 2023-RO140 Item No. 6.30 March 7, 2023 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Purchase Order 21403866, for the purchase of new IVR applications, as per Purchasing Co-op Contract No. GS-35F-0458U, by and between the City of Lubbock and WaterField Technologies of Tulsa, Oklahoma, and all related documents. Said Purchase Order 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 ATTEST: (ki A - Co rtney Paz, Interim City S cretary APPROVED AS TO CONTENT: W( Brooke Witcher, Assistant City Manager APPROVED AS TO FORM: Ryan Br oke, Senior Assistant City Attorney RES.PO 21403866-WaterField Technologies 2.24.23 March 7, 2023 City of Lubbock PURCHASE ORDER TEXAS TO: WATERFIELD TECHNOLOGIES I WEST 3RD ST STE 1115 TULSA OK 74103 Page - 1 of 2 Date - 2/23/2023 Order Number 21403866 000 OP Branch/Plant SHIP TO: CITY OF LUBBOCK INFORMATION TECHNOLOGY 1314 AVENUE K - BASEMENT LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: Marta AlvareNDirector of Purchasing & Contract Management Ordered 2/23/2023 Freight Requested 3/21 /2023 Taken By D HEATH Delivery Per J Zhine / Req # 59935 SOW 02212023/GSA GS-35F-0458U If you have any questions please contact Jay Zhine at JZhine(a»jnaiLci.lubbock.Mus or by phone at 806-775 2366 Description/Supplier Item Ordered Unit Cost U_M Extension Request Date Prof Ser/LPL IVR Retailer 1.000 75,200.0000 EA 75,200.00 3 21'2023 Applications Call Flow Retailer IVR Applications Appl 1.000 15,040.0000 EA 15,040.00 3/21 /2023 Support 12 Months, 240 Total Order Terms NET DUE ON RECEIPT 90,240.00 This purchase order encumbers funds in the amount of $90,240.00 awarded to WaterField Technologies of Tulsa, OK, on March 7 , 2023. The following is incorporated into and made part of this purchase order by reference: Quote dated February 21, 2023, from WaterField Technologies of Tulsa, OK, and GSA contract GS-35F-0458U. Resolution # 2023-RO140 CITY OF L Tray Pa e, May AfKrEST: Cvdrtn-ey Paz! Interi ity S cret 92734 Page - 2 of 2 Ciof Lub6oty PURCHASE ORDER Date - 2/23/2023 Vr TEXAS Order Number 21403866 000 OP Branch/Plant 92734 TO: WATERFIELD TECHNOLOGIES 1 WEST 3RD ST STE 1115 TULSA OK 74103 SHIP TO: CITY OF LUBBOCK INFORMATION TECHNOLOGY 1314 AVENUE K - BASEMENT LUBBOCK TX 79401 INVOICE TO: CITY OF LUBBOCK ACCOUNTSPAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 BY: 4f Marta Alvar irector of Purchasing & Contract Management Ordered Requested 2/23/2023 3/21 /2023 Delivery Per J Zhine / Req # 59935 Freight Taken By SOW 02212023/GSA GS-35F-0458U D HEATH If you have any questions please contact Jay Zhine at JZhine(a)mail ctilubbock.tzus or by phone at 806-775-2366 INSURNACE REQUIRED: Commercial General Liability: $1,000,000 occurrence:' $2,000,000 aggregate (can be combined with an Excess Liability to meet requirement). CGL is required in ALL contracts. It is perhaps the most important of all insurance policies in a contractual relationship. It insures the Contractor has broad liability coverage for contractual activities and for completed operations. Commercial General Liability to include Products — Completion/OP, Personal and Advertising Injury, Contractual Liability, Fire Damage (any one fire), and Medical Expenses (any one person). Automotive Liability: N/A Workers Comuensation and EmDIover Liability: Statutory. If the vendor is an independent contractor with no employees and are exempt from providing Workers' Compensation coverage, they must sign a waiver (obtained from COL Purchasing) and include a copy of their driver's license. Employer Liability ($1,000,000) is required with Workers Compensation. Additional Policies: Cyber Liability Requirements: $IM of coverage is needed for Cyber Liability Technology Errors and Omissions Requirements: $lM per claim *The City of Lubbock (including its officials, employees and volunteers) shall be afforded additional insured status on a primary and non-contributory basis on all liability policies except professional liabilities and workers' comp. *Waivers of Subrogation are required for CGL, AL, and WC. *To Include Products of Completed Operations endorsement. *Carrier will provide a 30-day written notice of cancellation, 10-day written notice for non-payment. *Carriers must meet an A.M. Best rating of A- or better. *Subcontractors must carry same limits as listed above. Rev. 3/2022 Seller and Buyer agree as follows: PURCHASE ORDER TERMS AND CONDITIONS STANDARD TERMS AND CONDITIONS ACCEPTANCE OF THIS PURCHASE ORDER CONTRACTOR ACKNOWLEDGES. by sgppJ,ymgny Goods or Services that the Contractor I understands. and will be in full compliance with all terms and conditions and the descnonve material cc and any additional associated documents and Amendments. The City disclaims any terms and condition the Contractor unless ameed upon in wntine by the names. In the event of conflict _betweaUhe_ i I SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice Each shipping container shall be clearly and permanently marked as follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or purchase release number and the supply agreement number if applicable, (c) Container number and total number of containers, a g. box 1 of 4 boxes, and (d) the number of the container bearing the packing slip Seller shall bear cost of packaging unless otherwise provided Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common rarners and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation and no tender of a bill of haling will operate as a tender of goods. 3 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery 4 NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality and the like If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided where the time for performance has not yet expired the Seller may reasonably notify Buyer of his intention to cure and may then make a confbmung tender within the contract time but not afterward 5 INVOICES & PAYMENTS a S e I I e r shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery Invoices shall indicate the purchase order or purchase release number and the supply agreement number if applicable Invoices shall be itemized and transportation charges, if any, shall be listed separately A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice Mail To Accounts Payable, City of Lubbock, P. O Box 2000, Lubbock, Texas 79457 Payment shall not be due until the above instruments are submitted after delivery 6 GRATUITIES The Buyer may, by written notice to the Seller, cancel this contract without liability to Seller of it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of the City of Lubbock with a view to securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract In the event this contract is canceled by Buyer pursuant to this provision. Buyer shall be entitled in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Seller in providing such gratuities. 7 SPECIAL TOOLS & TEST EQUIPMENT If the pnce stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 8 WARRANTY -PRICE a The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by others, or in the alternative Buyer may cancel this contract without liability to Seller for breach or Seller's actual expense b The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of vitiation of this warranty the Buyer shall have the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover without liability and to deduct from the contract pnce, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee 9 WARRANTY -PRODUCT Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the sample(s) famished by the Seller, if any In the event of a conflict or between the specifications, drawings, and descriptions. the specifications shall govern. Notwithstanding any provisions contained in the contractual agreement, the Seller represents and warrants fault -free performance and fault -free result in the processing date and dare related data (including, but not limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under this Contract, individually or in combination, as the rase may be from the effective date of this Contract. The obligations contained herein apply to products and services provided by the Seller, its sub- Seller or any third party involved in the creationor developmentofthe productsand services to be delivered to the City of Lubbock under this Contract. Failure to comply with any of the obligations contained herein, may result in the Crry of Lubbock availing rtself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to termination or default. The warranties contained herein are separate and discrete from any other warranties specified in this Contract, and are not subject to any disclaimer of warranty, implied or expressed or limitation of the Seller's liability which may be specified in this Contract, its appendices, its schedules, its annexes or any document incorporated in this Contract by reference 10 SAFETY WARRANTY Seller warrants that the product gold to the Buyer shall conform to the standards promulgated by the U S. Department of Labor under the Occupational Safety and Health Act of 1970 In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense In the event Seller fails to make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense I I NO WARRANTY BY BUYER AGAINST INFRINGEMENTS As part of this contract for sale Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person byway of infringement of the like Buyer makes no warranty that the production of goods according to the specification will not give rise to such a chum and in no event shall Buyer be liable to Seller for indemnification in the event that Seller issued on the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will ratify the Buyer to this effect in writing within two weeks after the signing of this agreement If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12 NON APPROPRIATION All funds for payment by the City under this contract are subject to the availability of an annual appropriation for this purpose by the City In the event of rionappropnation of funds by the Crry Council of the Crry of Lubbock for the goods or services provided under the contract, the City will terminate the contract, without termination charge or other Inability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this contract is spent, whichever event occurs first. If atany time funds are not appropriated for the continuance of this contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the Crry shall riot be obligated under this contract beyond the date oftermination. 13 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods at delivery before accepting them 14 CANCELLATION Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and riot in lieu of any other remedies which Buyer may have in law or equity in accordance with this provision Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which performance of work under the order is terminated and the date upon which such termination becomes effective Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 14, herein 16 FORCE MAJEURE Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prevented by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligence said parry is unable to prevent 17 ASSIGNMENT -DELEGATION No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless made in conformity with this paragraph 18 WAIVER No claim or right ansing out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party 19 INTERPRETATION -PAROLE EVIDENCE This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid. is intended by the parties as a final expression of their agreement and intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control 20 APPLICABLE LAW This agreement shall be governed by the Uniform Commercial Code Wherever the term "Uniform Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement 21 RIGHT TO ASSURANCE Whenever one party to this contract in good faith has reason to question the other parry's intent to perform he may demand that the other parry give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding parry may treat this failure as an anticipatory repudiation of the contract. 22 INDEMNIFICATION Seller shall indemnify, keep and save harmless the Buyer, its agents, officials and employees, against all injuries, deaths, loss, damages, claims, patent claims, suits, liabilities. judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or onussion of the Seller or its employees, or of the subSeller or assignee or its employees, if arty, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs and other expenses ansing therefrom of incurred in connect ton therewith, and if any judgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses, satisfy and discharge the same Seller expressly understands and agrees that any bond required by this contract, or otherwise provided by Seller, shall in no way lint the responsibility to indemnify, keep and save harmless and defend the Buyer as herein provided. 23 TIME It is hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 24 MBE The Crry of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises -11 be afforded equal opportunities to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural origin in consideration for an award. 25 NON -ARBITRATION The City reserves the right to exercise any right or remedy 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 City 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 rat 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. 26 RIGHT TO AUDIT At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the Crry or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractors records and books relevant to all services provided to the City under this Contract. In the event such an audit by the Crry reveals any errors or overpayments by the Crry. Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the Crry from any payments due Contractor. 27 The Contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management 28 Contracts with Companies Engaged in Business with Iran. Sudan, or Foreign Terrorist Organization Prohibited Pursuant to Section 2252 152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran. Sudan or a foreign terrorist organization 29 Texas Government Code. Section 2252 908 requires a business entity entering into certain contracts with a governmental entity or state agency to file with the govemmental entity or state agency a disclosure of interested panes at the time the business entity submits the signed contract to the governmental entity or state agency Instructions for completing Form 1295 are available at, hno. — cc lubbock.tx.us/denartmental- w�tbsxessiug7arsmeotvburchesnt>1'vrndar-in formauon 30 No Boycott of Israel Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271 002, or (it) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. 31 No Boycott of Energy Companies Pursuant to Section 2274 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2274 002. or (it) it does not boycott Energy Companies and will not boycott Energy Companies during the term of the contract resulting from this solicitation. Respondent shall state any facts that snake it exempt from the boycott certification in its Response 32 No Boycott of a Firearm Entity or Firearm Trade Association Pursuant to Section 2274 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2274.002, or (it) it does not boycott a Firearm Entity or Firearm Trade Association and will not boycott a Firearm Entity or Firearm Trade Association during the tern of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response 33 Contracts with Companies Engaged in Business with Iran. Sudan, or Foreign Terrorist Organization Prohibited Pursuant to Section 2252.152 of the Texas Government Code, prohibits the Crry from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization 34 TEXAS PUBLIC INFORMATION ACT The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be temunated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter 35 Pursuant to Section 552 301(c) of the Texas Government Code, the Crry of Lubbock has designated the following email address for which public information requests may be made by an entailed request off0mmvlubbock us Kwe send this request to this email address for it to be processed 15 TERMINATION The performance of work under this order may be terminated in whole, or in part by the Buyer REV 3/2022 STATEMENT OF WORK RETAILER IVR APPLICATION PREPARED FOR CITY OF LUBBOCK FOR THEIR NAMED CUSTOMER LUBBOCK POWER AND LIGHT FEBRUARY 21, 2023 WWaterfield Technologies STATEMENT Of WORK James Brown, City of Lubbock Chief Information Officer Steve Hoffman, Waterfield Account Executive Joe Santha, Waterfield Solutions Consultant • US VERSION1.0 SOW NUMBER US/SOW/Retailer/21-FEB-2023 Change Log ■ N t Waterfield Technologies DATE ® VERSION AUTHOR 1 •Initial CHANGE DESCRIPTION Version Table of Contents 1. Summary .....................................................................................................................3 2. Customer Requirements..............................................................................................3 3. Scope of Work............................................................................................................. 3 4. Important Comments and Assumptions.....................................................................4 5. Applications Support Program....................................................................................6 Services Elements Summary ...............................................................................................6 ServicesDescriptions..........................................................................................................7 6. Applications and Services Pricing..............................................................................10 7. Sign Off......................................................................................................................11 8. Appendix A —Project Change Request (PCR) Form and Procedure ...........................12 0 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 2 STATEMENT OF WORK 1. Summary WWaterfield Technologies This document serves as a Price Quote and Statement of Work ("SOW") for Waterfield Technologies to provide products and/or services to City of Lubbock ("Customer") on behalf of their named customer Lubbock Power & Light (I -P&L). Waterfield will provide Professional Services for two new IVR applications that will be used by the retailers and the customers of retailers accessing the LP&L electric grid. These new applications will enable callers to access the IVR to report an outage and for validated retailers to be routed to a live agent. The Professional Services for this project include key milestones of planning, design, implementation, and testing to ensure the system is functioning according to the design. 2. Customer Requirements The current IVR system is in support of City of Lubbock Utilities (COLU) customers. In 2023 LP&L operations will need to support electric customers that wish to report an outage and validate retailers that need to speak to Marketing Operations. Each application will have a separate phone line pointed at the IVR and will be supported in English only with touchtone only options enabled. This SOW is based upon information provided by City of Lubbock. If discoveries are made during the project that indicate additional requirements not planned for here, this SOW, our cost to City of Lubbock, and the project timeline may be impacted and adjusted accordingly. 3. Scope of Work Retailer's Customer Outage Application Call Flow Inbound callers to the Retailer's Customer Outage Application will receive an initial greeting. If there is a known outage the application will play a standard prompt indicating there is a reported outage. This outage prompt can be initiated by an administrator by setting a flag for "true" similar to what is deployed today with the production application. Once the caller has heard any known emergency outage messages (if enabled) the caller will be prompted for the following: If you would like to report a new outage: - For electric, press 1 - For water, press 2 Depending on the option selected by the caller, the IVR will transfer the caller to the respective queue. No further action by the IVR is required. © 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 3 STATEMENT OF WORK Retailer Application Call Flow WWaterfield Technologies The Retailer Application is a separate application intended for the actual retailers and not their end customers. Inbound callers to this line will receive an initial greeting and will be asked to provide their fixed length retailer account number to be entered via the telephone keypad. The IVR will interact with the city's CIS database to validate the account number is correct. Callers that provide a validated account number will be routed to Marketing Operations. If invalid, the IVR will allow a second attempt. If failed on second attempt transfer to general queue. Waterfield Professional Services The Waterfield Consultant (s) will work with the City of Lubbock to remotely plan, install, develop, test, and cutover the production applications. The following services will be provided: 1. Perform discovery with the Customer and document the new IVR applications in the current IVR design specification. City of Lubbock will approve the design via signature. 2. Remotely access the Blueworx Voice Response (BVR) IVR via VPN. 3. Develop new IVR applications using test environment. 4. Install Customer provided voice prompts. S. Perform systems integration with LP&L CIS database via LP&L provided web service. 6. Perform unit test. 7. Unit test to be performed by Waterfield using Lubbock provided test data. 8. City of Lubbock to perform User Acceptance Testing (UAT) that includes up to two (2) consecutive business days of support during End User performed UAT. 9. Cutover support as necessary. Excluded Services: WHAT IS NOT INCLUDED 1. The Retailer Customer's Outage application will be used exclusively for outages. This application will not support retailer account information, pay by credit card, on/off service, etc. 2. Enablement of any customizations such screen pops. 3. Training has not been included as there are no cosmetic or functional differences from an agent or supervisor perspective. 4. Important Comments and Assumptions The project incorporates the following important comments and assumptions: 1) The Customer willfully participate in the project, will appoint a primary point of contact, manage and schedule internal resources, communicate business impacts to the necessary internal stakeholders, maintain responsibility for following any internal change management policies and 0 2023 WaterReld Technologies, Inc. Proprietary and Confidential. Page 4 STATEMENT OF WORK WWaterfield Technologies procedures, will engage network and desktop resources as needed, and will attend all kickoff and status calls. 2) City of Lubbock will fully participate in the project, possess a full understanding of the work included in the SOW, will appoint a project manager, who will schedule and run kickoff and status calls, will maintain and drive the project schedule, and will manage change requests from the customer, ensuring that a Project Change Request (PCR) is processed for any work requested that falls outside this SOW. 3) Waterfield requires full time, unattended remote access to the systems on which we will develop, install, and/or maintain software and hardware. Access must be via Internet, either direct or using a locally installable VPN client that allows direct access to these servers. VPN client software must be provided by the customer to ensure compatibility. Browser -based VPNs are generally acceptable so long as they provide Remote Desktop and direct file transfer capabilities. Other connectivity methods can be addressed on a case -by -case basis and shall result in an additional 40% surcharge. 4) City of Lubbock has the responsibility to assess the number trunks and IVR ports needed for the system. If call volumes into the system should increase or surge during peak periods additional trunks and/or IVR ports may be necessary. 5) All work will be conducted remotely during normal business hours (Monday to Friday 8:00am to 5:00pm local time zone), except for any on -site or after-hours work specifically mentioned in this SOW. 6) City of Lubbock to provide the appropriate web services, documentation, test data for integration with the retailer database that is assumed to be the existing CIS database the IVR is currently accessing. 7) City of Lubbock to provide any prompt recordings as necessary for English. 8) City of Lubbock to provide a test environment to include test number, test data and test agent configured for retailers. 9) City of Lubbock to provide production numbers and agents configured for retailer applications. Any programming on the Cisco UCCX system is the responsibility of the city. 10) Customer will be responsible for making a knowledgeable technical resource available to answer technical questions in a timely fashion to help keep the Project moving according to the schedule. 11) Customer and Waterfield will be responsible for planning and performing the acceptance testing, including any re -testing after problem fixes. During the acceptance testing, Customer will promptly notify Waterfield of any ways in which the application does not conform to the defined specifications and Supplier will correct the problem so that the application conforms. 12) The Customer is responsible for developing a test plan and for conducting User Acceptance Testing. Waterfield shall not provide a formal test plan. 13) Provide Waterfield access to either Customer technical support or Cisco technical support should a problem arise with the Cisco integration (hardware, software, or documentation). 14) Overall project management will be provided by Waterfield. The customer will be responsible for assigning a project team and a primary point of contact capable of handling project related issues. 15) Waterfield agrees to participate in one weekly project call with the appropriate Waterfield personnel for the duration of the project which is anticipated to be 8-10 weeks. If the project should be extended through no fault of Waterfield additional fees will apply. O 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 5 STATEMENT OF WORK WWoterfield Technologies 16) Customer acceptance will be required before the application is placed into production. Placing the system and related application, in whole or in part, into production will constitute acceptance. 17) Waterfield is not responsible for the security hardening of the servers where we are installing applications. This includes the generation or installation of any security certificates or the configuration of any secure interfaces unless specifically mentioned in this SOW. 18) The Customer is responsible for any costs associated with integration to any third -party products. This includes such items as API enablement costs, licenses, integration effort, usage, testing, or certification. 5. Applications Support Program The Application Support provides the following on a pre -paid basis for Customer platforms and applications described in the "Support Entitlements" section of this agreement. All services provided under this agreement will be delivered remotely. • Custom Application Support for Waterfield developed and delivered solutions • Platform Maintenance and Support for Blueworx IVR integrated with, or in support of, the developed Custom Application(s) Services Elements Summary The following tables summarize the service elements included in this Waterfield Application Support offer: Service Element 24x7x365 Service Desk E7( WATERFIELD Service Portal Q Application Support Q Platform Maintenance Q Incident Management Q Support Entitlements The following applications are covered under this contracted Custom Applications support agreement: Application Name Retailer IVR Application Retailer's Customer Outage Application Support Type Custom Application Support Custom Application Support If applicable, the following platforms and servers are covered by Platform Maintenance and Support under this contracted support agreement: 0 2023 Waterfield Technologies, Inc. Proprietary and Confdentia•. Page 6 STATEMENT OF WORK Product or Platform I SupportType Blueworx IVR Services Descriptions WWaterfield Technologies Platform Maintenance and Support 24x7x365 Service Desk Waterfield will provide 247 support to Customer through our Service Desk with best -in -class solutions delivered and supported by our team of certified experts. Additionally, we provide support through our Customer Service Portal for ticket creation and disbursement. o Waterfield will provide 247 system support for the solution environment. This includes access to Waterfield's 24x7 Service Desk. All incidents will be responded to and managed according to Waterfield's ticketing system. o Waterfield will document procedures for communicating issues and accessing hotline support. o Customer will be able to open and track tickets via the Waterfield Hotline (phone), the Waterfield Collaboration Portal (web), and email. Application Support Waterfield will provide support services for the Waterfield custom-built application(s) described in the Support Entitlements section of this Statement of Work. Custom Application Support includes initial troubleshooting and diagnosis of reported application issues as well as remediation as applicable: • Review and analyze reported issues in application performance to determine root cause and remediate in the application code: a If bug fix or configuration corrections are required to remediate, Waterfield will plan, document, and execute changes. ■ Issues representing a Priority 1 impact to the business (as defined below) will be responded to within 1 hour. All other reports will be responded to during standard business hours. • If troubleshooting indicates source of issue outside of the custom application code, Customer or Cisco Partner to engage appropriate support personnel via Customer team or via Yd party/Manufacturer support contracts held by Customer or Partner. o If issues are found to be based in the supporting platform, and that platform is a contracted support entitlement under this agreement, please see Platform Maintenance below • The foregoing warranties shall not apply to the extent a failure of the Software is caused by repair or modifications by other than Waterfield or its agents, except as authorized by Waterfield, which © 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 7 STATEMENT OF WORK Waterfield Technologies authorization shall not be unreasonably withheld. The Services shall be performed in a professional and highly skilled manner and to standards not less than those generally accepted in the industry. Platform Maintenance (if included per Support Entitlements above) Waterfield will provide support services for the platform supporting the custom application (Blueworx IVR) • Engagement via customer issue report or application support troubleshooting that extends to the supported platform. • Waterfield will access system and review state, alarm and error logs and initiate troubleshooting and remediation steps. • If escalation to server Platform manufacturer is required, Waterfield will refer escalation to Customer or Partner for engagement under their support contract with manufacturer. Waterfield will participate in ongoing troubleshooting as required with the manufacturer to facilitate remediation. Incident Management Incident Management is the process of identifying and analyzing Incidents and correcting issues as quickly as possible to restore service. Incidents may arise from direct user input, event identification or alarming, service degradation, or any other unplanned outage. An event may generate a correlating ticket in the Waterfield ITSM ticketing system, depending on SLAB determined during the startup process. Customer is notified via auto -generated email and the case can be tracked on the Waterfield portal. In any case where restoration of service is dependent upon the customer staff, a customer defined process (e.g., Change Management), or one or more third parties, outside of Waterfield's control, the SLAB outlined in this agreement below do not apply. Problem Management Problem Management is the process of identifying the cause of an error in the supported solutions, usually reported as occurrences of related Incidents, and removing the causes of these errors permanently. Problem resolution and elimination of root cause often calls for the application of a change in the existing environments. Problem cases are created as necessary and worked by Waterfield staff in order to find the root cause for a single or set of related issues and apply a permanent fix. Severity Definitions and Response SLA: Level Definition Service Level Agreement Response Times Priority 1 Application is entirely Within one (1) hour unavailable Priority 2 Application is available, but Within four (4) hours major components are failing or degraded, causing significant end -user issues. 0 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 8 STATEMENT OF WORK WWaterfield Technologies Priority 3 Application performance is Within one (1) business day degraded, impacts not critical or only affecting minimal users. Priority 4 Information and General Within one (1) week requests, MACD or other requests Customer acknowledges that incidents caused by system hardware or software may require third -party manufacturer involvement. Waterfield is not liable for system hardware or software failures or delays in receiving system software bug fixes, patches, maintenance releases, upgrades, or new versions. Application Support Prerequisites / Dependencies / Assumptions This agreement is based on the following assumptions: • Waterfield assumes that Customer will provide appropriate remote systems access of a persistent and independent nature to ensure ready access to systems. Additional charges or delays in providing timely support outlined in this agreement may occur if independent remote access is not provided. • Waterfield and Customer acknowledge that this agreement accurately reflects the parties' pre -engagement understanding of the support inclusions, requirements and assumptions as of the date of its signing. None of the parties are responsible for errors in or omissions to the information supplied by the other party upon which it reasonably relied. Out of Scope Exclusions Any changes to this Services Description must be mutually agreed to by the parties in writing using Waterfield's Application Support Services amendment and be mutually executed by Waterfield and an authorized customer representative prior to onset of work. Authorized additional hours (during regular business hours) for out -of -scope services rendered under the Application Support Program are billable at the current negotiated rate. Any requests for authorized after-hours, weekend, or holiday work will be invoiced at time and a half (1.5 x current negotiated rate). Application Support Program Term and Termination The Application Support Program covered in this agreement shall be provided for the term outlined below and will automatically renew for a one (1) year term thereafter unless Customer exercises its option to negotiate or discontinue the services. Waterfield will invoice Customer annually in advance for the Application Support Program fees on the initial Execution Date and then each consecutive anniversary of the Execution Date for the duration of the contracted term. See the Investment Summary table in this SOW for term and pricing detail. 0 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 9 STATEMENT OF WORK "S Waterfield Technologies 6. Applications and Services Pricing Waterfield will perform the services described in this SOW for the total price shown below in USD, plus any applicable change orders and/or travel expenses. The Customer is responsible for all applicable taxes. This quote is valid for 90 days from the date of issue. Waterfield Professional Services Waterfield Application Support Services GRAND TOTAL PROFESSIONAL AND APPLICATION SUPPORT SERVICES Retailer IVR Applications and Application Support $90,240.00 I GRAND TOTAL 1 $90,240.00 USD Billing Milestones © 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 10 STATEMENT OF WORK 7. Sign Off WTechnologies This Statement of Work ("SOW") is entered into between WTI Holdings, LLC d/b/a Waterfield Technologies ("Supplier~, "Waterfield") and City of Lubbock ("Customer") and shall not be effective until the latter date of signature by the parties ("Effective Date"). This SOW and the Services and Deliverables herein shall be governed by the terms and conditions set forth in the Contract Number GS-3SF-04S8U (the "Agreement") between City of Lubbock and Waterfield dated as of November 23, 2021 as amended, which is incorporated by this reference. YOU AGREE TO BE BOUND BY THESE TERMS BY SIGNING THIS SOW. This order is non -cancellable. The signatures below represent Customer approval for Waterfield to commence work on this project as defined within this SOW and an agreement to pay all fees incurred in the delivery of such work. Waterfield must receive this signed Statement of Work, along with a Purchase Order, before any work on the project can be scheduled. Please scan and email this signed Authorization page and Purchase Order to steve.hoffman@waterfield.com. SOW Number. US/SOW/City of Lubbock Retailer PAY21-Peb.23 March 7, 2023 DATE 131-11 Pa Imaim City ROVED AS TO CONTENT: Jamn Brw&ak>i�oft = 1 14 q, - WATERFIELD TECHNOLOGIES SIGNATURE witfelF9 PRINTED NAME TITLE 1 20 Z3 DATE 0 2023 Waterfield Technologies, Inc Proprietary and Confidential. Page 11 STATEMENT OF WORK WWaterfield Technologies 8. Appendix A — Project Change Request (PCR) Form and Procedure Change request for existing WT SOW number: US/SOW/Customer/19-APR-2020 Partner Name: Project Manager: Account Executive: Partner Information __d,_Proj-ect_Name: Project Number: Existing PO Number: Customer Information Company Name: Y Project Number: Primary Contact: Existing PO Number: Date of Request: Description of Change: Request Information Requested By: i i Waterfield Estimate Additional Effort: (hours/days) Account Executive: _ Additional Cost: Solution Consultant: i Impact to Schedule: Agreement By signing below, I am indicating full acceptance of the proposed solution. I accept that this Request represents additional cost and may cause revisions to the current Project Schedule. Customer agrees to increase existing PO by the amount needed to cover this Change Request. Partner or Customer Signature 1 Waterfield Signature Name: Name: _ Signature: Signature: Position: Position: Date: Date: a Email Address, Email Address: 0 2023 Waterfield Technologies, Inc. Proprietary and Confidential. Page 12 STATEMENT OF WORK "I Woterfield Technologies Project Change Control Procedure The following process will be followed if a change to this SOW is required: 1) A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the project. 2) The designated Project Manager of the requesting party (Waterfield or Partner) will review the proposed change and determine whether to submit the request to the other party. 3) Both Project Managers will review the proposed change and approve it for further investigation or reject it. Waterfield and Partner will mutually agree upon any charges for such investigation, if any. If the investigation is authorized, the Partner Project Manager will sign the PCR, which will constitute approval for the investigation charges. Waterfield will invoice Partner for any such charges. The investigation will determine the effect that the implementation of the PCR will have on SOW price, schedule and other terms and conditions of the Agreement. 4) Upon completion of the investigation, both parties will review the impact of the proposed change and, if mutually agreed, a Change Authorization will be executed. 5) A written Change Authorization and/or PCR must be signed by both parties to authorize implementation of the investigated changes. 0 2023 Waterfeld Technolog es, Inc. Proprietary and Conf:dentia;. Page 13 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2023-986510 Date Filed: 02/22/2023 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Waterfield Technologies Tulsa, OK United States 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 g 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. 17198 Professional Services for Interactive Voice Response Application 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 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 V3.5.1.3ac88bc0 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 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. 2023-986510 Waterfield Technologies Tulsa, OK United States Date Filed: 02/22/2023 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: 03/29/2023 g 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. 17198 Professional Services for Interactive Voice Response Application 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 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 V3.5.1.3ac88bc0