HomeMy WebLinkAboutBear Data Solutions, Inc. 2014-01-28 C Df�(- lUa � I� 1�i - l l 8
MASTER SERVICES AGREEMENT
Tx�s NL�S'rEx SEavicES AcREEMEN'r (the "Agreement") is en[ered into as of January 28,
2014 (the "Effective Date") between, City of Ukiah, with a place of business at 411 West Clay
Street, Ukiah, CA 95482, ("Customer"), and BEAR Data Solutions, Inc., a California corporation,
with a place of business at 138 Charcot Ave, San Jose CA 95131 ("Contractor"). Customer and
Contractor are hereinafter referred to jointly as the "Parties" and each as a"Party".
In consideration of the promises and mutual covenants set forth below, Customer and
Contractor agree as follows:
1. SERVICES
Contractor shall provide Information Technology Services in accordance with the terms and
conditions of this Agreement ("Services"). Such Services shall be performed pursuant to
statement(s) of work mutually agreed and executed by the Parties, which will set forth the detailed
description of the work, schedules, deliverables and compensation for each project authorized under
this Agreement ("SOW(s)"). Each SOW shall be issued in accordance with this Agreement and
shall incorporate this Agreement by reference.
The manner and means by which Contractor chooses to complete the Services are in
Contractor's sole control; provided, however, that Contractor shall perform the Services to the
satisfaction of Customer and in accordance with the highest standards of professionalism in
Contractor's industry. In performing the Services, Contractor shall provide its own equipment,
tools and other materials at its own expense and shall determine the appropriate location, place and
time for such performance. Upon Contractor's request, Customer, at its sole discretion, may make
its own facilities and equipment available to Contractor.
2. COMPENSATION
(a) Payment. AIl Services shall be either i) leve] of effort (labor hours) work provided
at fixed fully burdened labor rate(s) or ii) work provided on a firm fixed fee basis. Authorized out of
pocket and travel costs shall be reimbursed at Contractor's actual cost, pursuant to the applicable
SOW(s) and in accordance with Exhibit A (Compensation and Reimbursement);provided, however,
that Customer's total liability under this Agreement shall not exceed the aggregate total amount
authorized in accordance with SOW(s) issued in accordance with and referencing this Agreement
(as fuRher described in E�ibit A, Compensation and Reimbursement). Customer shall not be
obligated to reimburse Contractor for work performed, items or data delivered, or costs incurred,
nor shall Contractor be obligated to perform, deliver, or othenvise incur costs except as authorized
and ordered by a SOW.
(b) Invoices. Contractor shall be paid only upon submission of invoices to Customer.
For Services provided on an hourly basis, invoices shall be submitted upon the negotiated and
agreed upon terms per the project as to which you are assigned. For Services provided on a firm
fixed fee basis, invoices shall be submitted pursuant to the schedule set forth in the individual SOW.
All invoices shall be submitted to the address set forth in Section 19, General Provisions (a)Notices
and Invoices. All invoices shall cite Customer's applicable Purchase Order(P.O.) number and shall
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contain the information and supporting documentation specified in Exhibit A. Customer shall pay
all properly submitted invoices within thirty(30) days after receipt of the product and services.
3. REPRESENTATIVES
The Parties designate the individuals named below, respectively, as their representatives for
all matters relating to performance under this Agreement. The actions of a Party's representative
regarding such performance shall be deemed the acts of the Party. A Party may at any time, upon
notifying the other Parry in writing, change its designated Representative(s).
Customer: Contractual and Technical—to be set forth in each individual SOW
Contractor: Contractual and Technical—to be set forth in each individual SOW
4. DELAYS
Contractor shall notify Customer in writing immediately of any delay or anticipated delay in
its performance of Services, the reason for and anticipated length of the delay, and an initial
proposal for remedying the delay. Customer may extend the date of performance for a period equal
to the time lost by reason of the delay if Customer, in its sole judgment, determines that the delay is
due to causes or circumstances beyond the reasonable control of Contractor. Contractor shall not be
eligible under any circumstances for additional compensation due to any such extension of time.
Any extension to the contract term or milestone schedule pursuant to this Section shall be
documented in writing and signed by the Representatives of both Parties.
S. ACCEPTANCE
(a) Contractor shall provide each deliverable required in a SOW for acceptance by the
Customer Representative. Any relevant acceptance criteria will be described in the SOW.
(b) Customer shall provide written acceptance ("Acceptance") or notification of
exceptions to a deliverable within three (3) business days of receipt. If Customer fails to provide
any written notice within such period, the deliverable will be deemed accepted. Within two (2)
business days of receiving a notice of exceptions, Contractor shall submit a plan to correct any
deficiencies in the deliverable and shall use its best efforts to correct and re-submit the deliverable
for acceptance ten (10) business days from the date of its original submission. A re-submitted
deliverable shall be subject to the same acceptance procedure.
(c) Final acceptance of the Services shall occur upon Customer's representative
providing written acceptance of all deliverables required under the SOW. Contractor acknowledges
that Customer's payment in accordance with the SOW does not constitute final acceptance. Such
final acceptance will only occur as stated in this Section 5.
G. STAFFING
(a) Performance. If Customer determines, in its sole opinion, that the
performance or conduct of any person employed, hired, or retained by Contractor to perform under
this Agreement is unsatisfactory, Customer shall notify Contractor of such determination. Within
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one (1) business day of receiving Customer's notice, Contractor shall take such actions as necessary
to substantially improve the performance or conduct of such person or shall reassign and replace
such person.
(b) Dedicated Personnel. Both Parties agree that continuity of Contractor's
personnel assigned to perform the Services is essential for timely completion and quality of the
Services. To the extent it is commercially reasonable, those personnel assigned to perform the
Services shall continue to do so if they remain employed by Contractor. In the event that a change
of personnel is required, then Contractor shall: (i) immediately notify Customer of such a change,
(ii) ensure that a full knowledge transfer occurs between new and incumbent personnel, and (iii)
ensure that any new personnel have the skills and experience necessary to perform the Services.
(c) Subcontractors. Contractor shall at all times be responsible for the acts and
omissions of subcontractors and personnel directly or indirectly employed by them. Contractor
shall be responsible for performance of all the Services, whether performed by Contractor or its
subcontractors. This Agreement shall not give rise to any contractual relationship between
Customer and a subcontractor to Contractor. Customer shall not undertake any obligation to pay or
to be responsible for the payment of any sums to any subcontractor.
7. CHANGES
From time to time during the course of performing the Services, either Party may submit to
the other Party's Representative a written request for a change in the Services ("Change RequesY').
The receiving Representative shall issue a written response within three (3) business days of receipt.
A Party may reject a Change Request only upon a reasonable basis, which shall be set forth in the
rejection. Otherwise, a Party shall respond to a Change Request in writing specifying the impact if
any on price and the time for performance of the Services. The Parties shall negotiate the terms of
the change in good faith and upon agreement the change and its impact on price and schedule shall
be set fofth in writing and signed by the Representatives. Contractor shall not commence work
related to any Change Request until both Representatives have signed such writing. Contractor
hereby expressly waives any compensation for any change not authorized in writing by Customer.
$. CONFIDENTIALITY
(a) Customer Confidential Information. Customer may from time to time
communicate to Contractor, or Contractor may otherwise gain access to, certain confidential
business and/or technical information with respect to Customer's operations, business plans and/or
intellectual property (the "Information"). Contractor shall treat all Information as confidential,
whether or not so identified, and shall not disclose, or permit the disclosure of, any Information
without the prior written consent of Customer. Contractor shall limit the use and disclosure of the
Information within its organization to the extent necessary to perform the Services and by
agreement, instruction or otherwise, Contractor shall ensure that any of its employees or others to
whom it gives access to the Information under the terms of this Agreement shall comply with the
obligations of confidentiality set forth in this Section 8. Notwithstanding the foregoing, Contractor
may disclose Information to subcontractors of Contractor, provided that (i) Contractor notifies
Customer that Contractor is making such disclosure and identifies to Customer the identity of such
subcontractors, (ii) Contractor warrants that Information shall be disclosed to any such
subcontractors on a need-to-know basis only and (iii) said subcontractors are under contractual duTy
to hold Information disclosed by Contractor to them, and each of them, confidential, at least to the
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same extent as Contractor is obligated to keep Information confidential under this Agreement.
Contractor shall be responsible for any improper disclosure of Information made by any such
subcontractors to the same extent as if Contractor itself had made such improper disclosure.
Furthermore, Contractor agrees, at its sole expense, to take all reasonable measures (including but
not limited to court proceedings) to restrain such subcontractors from prohibited or unauthorized
disclosure or use of the Information. The foregoing obligations of this Section 8 shall not apply to
any Information that has been or is through no fault of Contractor hereafrer disclosed in publicly
available sources of information. The terms of this Agreement are in addition to the terms of any
nondisclosure agreement currently in effect between Customer and Contractor, and in the event of
any inconsistency between the terms of such agreements, those terms which are most protective of
the Information shall prevail.
(b) Confidentiality of Work Product. Contractor shall not disclose to any party,
including but not limited to any subcontractor, without the prior written consent of Customer any of
(i) Contractor's works oF authorship, discoveries, inventions and innovations resulting from
performance of the Services, or (ii) any proposals, research, records, reports, recommendations,
manuals, findings, evaluations, forms, reviews, information, data, computer programs and sofiware
originated or prepared by Contractor for or in the performance of the Services (the items listed in
clauses (i) and (ii) being hereinafrer referred to collectively and severally as "Work ProducY').
(c) Terms of Agreement. Contractor shall not publicize or disclose the existence or
terms of this Agreement to any third paRy (other than its accountants and attorneys), except as
required by law or a valid court order, without the express prior written consent of Customer.
9. PROPRIETARY RIGHTS
(a) Rights to Information. Contractor acknowledges and agrees that all
Information shall remain the property of Customer, and no license, express or implied, to use any of
Customer's intellectual property is granted under this Agreement, except as specifically required to
perform the Services.
(b) Works Made for Hire. Contractor and Customer agree that any Work Product
which is a work of authorship, including but not limited to any computer program or software, is a
"work made for hire" within the meaning of 17 United States Code Section l01 in that it is a work
that has been specially ordered or commissioned by Customer for use as a contribution to a
collective work, as part of an audiovisual work, as a translation, as a supplementary work, as a
compilation and/or as an instructional text.
(c) Assignment of Work Product. All Work Product shall be promptly communicated
to Customer. As additional consideration for the compensation to be paid to Contractor under this
Agreement, Contractor hereby assigns to Customer all of Contractor's rights, title and interest in
and to all Work Product, and to any and all intellectual property rights, including but not limited to,
patents, copyrights or trademarks which have been or may be obtained with respectto such Work
Product, effective immediately upon conception, origination, creation, preparation or discovery
thereof and regardless of the medium of expression thereo£ Contractor shall communicate to
Customer or its representatives all facts known to it respecting such Work Product. Further,
whenever requested, Contractor immediately shall execute a confirmatory assignment of any
particular items(s) of Work Product substantially in the form of Exhibit B — "Copyright
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AssignmenY' or in such other form as may be satisfactory to Customer, shall testify in all legal
proceedings, sign all lawful papers and otherwise perform all acts necessary or appropriate to enable
Customer and its successors and assigns to obtain and enforce all available legal protections for all
such Work Product in all countries, for which Customer will reimburse Contractor's reasonable out-
of pocket expenses. All Work Product shall become the exclusive proper[y of Customer, and
Contractor shall be deemed to have assigned and relinquished all rights, title and interest in and to
such Work Product by virtue of this Section 9(c).
lO. CONTRACTOR REPRESENTATIONS AND WARRANTIES
(a) Right to Perform Services. Contractor represents and warrants that it has the full
right, power and authority to enter into this Agreement and perform the Services and its other
obligations hereunder, and that its execution of this Agreement and its performance of the Services
shall not result in a breach of or default under any other agreement to which Contractor is a party or
by which it is bound.
(b) Conflicts of Interest. Contractor warrants that it shall not, during the term of this
Agreement, accept any work or enter into any agreement or obligation inconsistent or incompatible
with Contractor's obligations under this Agreement.
(c) Proprietary Rights. Contractor represents and warrants that (i) the Customer Work
Product shall be an original work of Contractor and in performing the Services and fumishing Work
Product, it shall not violate the proprietary rights of any third party; (ii) it has not transferred or
assigned to any third party any proprietary rights in the Work Product; and (iii) no portion of the
Work Product shall be subject to any lien, encumbrance, security interest, or other restriction of any
nature.
(d) Services Warranty. Contractor warrants that all Services provided under this
Agreement shall be performed in a timely manner and in accordance with highest applicable
industry, govemment and professional standards. Contractor shall re-perform any Services not in
compliance with this warranty at no additional cost to Customer.
(e) Work Product Warranty. Contractor warrants that all Work Products delivered
shall be free from defects in workmanship and material and shall be fit for the purposes for which
such Work Products are intended. As a remedy for breach of the foregoing warranty, Customer may
elect, at Customer's option, (a) the replacement of non-conforming Products or work, which shall
be accomplished by Contractor at no charge to Customer, (b) repair, modification or adaptation of
the non-conforming Work Products at Contractor's expense; or (c) return of the non-conforming
Work Products to Contractor and a full refu�d to Customer of the aggregate purchase price paid
there for.
11. INDEMNIFICATION
(a) Contractor shall defend, indemnify and hold Customer and its officers, directors,
employees, agents and Customers (each an "Indemnified Party") harmless from and against any and
all claims, losses, liabilities, damages, costs and expenses (including attorneys' fees) arising from or
related to (i) any breach or alleged breach of the representations and warranties made by Contractor
in this Agreement or its obligations under Section 10, (ii) the negligence, recklessness or intentional
misconduct of Contractor or any of its employees or agents in performing the Services (at
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Customer's facilities or elsewhere) and (iii) any payments or liabilities for which Contractor
becomes liable as described in Section 13. If any third party asserts a claim or initiates an action
against an Indemnified Pariy for which Contractor is responsible under this Section 11, when
Customer becomes aware of such claim or action it shall promptly notify Contractor, however
Customer's failure to provide prompt notice to Contractor shall not relieve Contractor from any
obligations owed hereunder, except to the extent that Contractor has been prejudiced by Customer's
failure or delay in giving notice. Customer shall have the right to participate at its own expense in
the defense of such claim or action, including any related settlement negotiations. No such claim or
action may be settled or compromised without Customer's express written consent, which may be
conditioned upon the execution of a release of all claims against the Indemnified Parties by the
party bringing such claim or action. Customer shall have the right to withhold from payments due
to Contractor the amount of Customer's costs of defending any such claim or action, plus
reasonable additional amounts, as security for Contractor's obligations under this Section 11.
(b) Notwithstanding any provisions to the contrary, under no circumstances shall
Customer be liable to Contractor for any special, incidental, indirect or consequential damages.
12. INSURANCE
Contractor shall maintain at its sole expense during the term of this Agreement: (i) Workers'
Compensation insurance as prescribed by the law of the state or nation in which the Work is
performed; (ii) employer's liability insurance with limits of at least $1,000,000 for each occurrence;
(iii) automobile liability insurance if the use of motor vehicles is required, with limits of at least
$1,000,000 combined single limit for bodily injury and propeRy damage per occunence; (iv)
Commercial General Liability ("CGL") insurance, including Blanket Contractual Liability and
Broad Form Property Damage, with limits of at least $1,000,000 combined single limit for bodily
injury and propeRy damage per occurrence. Contractor shall have all CGL and automobile liability
insurance policies endorsed to name Customer as an additional insured. All such insurance must be
primary and non-contributory and shall contain a provision waiving the insurer's right of
subrogation against Customer, Inc. Prior to the commencement of any services, Contractor will
furnish Customer with ceRificates of insurance which evidence the minimum levels of insurance set
forth above. Customer shall be notified in writing at least thirty (30) days prior to cancellation of or
any change in the policy. Insurance companies providing coverage under this Agreement must be
rated by A-M Best with at least an A-VII rating.
13. INDEPENDENT CONTRACTOR RELATIONSHIP
The Parties expressly intend and agree that Contractor is acting as an independent contractor
and not as an agent, employee or partner of Customer. Contractor understands and agrees that it
shall not be entitled to any of the rights and privileges established for Customer's employees,
including but not limited to retirement benefits; medical, life insurance or disability coverage;
severance pay; and paid vacation or sick pay. Contractor understands and agrees that Customer
shall not pay or withhold from the compensation paid to Contractor any sums customarily paid or
withheld for or on behalf of employees for income tax, unemployment insurance, social security,
workers compensation, or any other withholding tax, insurance or payment, and all such payments
as may be required by law are the sole responsibility of Contractor. Contractor understands and
agrees that Customer shall issue Contractor a Form 1099 and that Contractor shall be solely
responsible for all tax returns and payments required to be filed with or made to any federal, state or
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local tax authority with respect to Contractor's performance of the Services and receipt of fees
under this Agreement. Customer shall have no responsibility for any of ConVactor's debts,
liabilities or other obligations or for the intentional, reckless or negligent acts of omissions of
Contractor or Contractor's employees or agents.
This Agreement is non-exclusive. Contractor shall retain the right to perform work for others
during the term of this Agreement. Customer may cause work of the same or a different kind to be
performed by its own personnel or other contractors or consultants during the term of this
Agreement.
14. TERM AND TERMINATION
(a) Initial Term. This Agreement shall become effective on the Effective Date and
shall remain in effect until terminated in accordance with this Section 14.
(b) Termination. Customer may terminate this Agreement, or any SOW issued against
it, at any time, with or without cause, effective immediately upon written notice to Contractor.
(c) Consequences of Termination; Return of Customer Property. Any and all
Services to be performed pursuant to this Agreement shall cease immediately upon any termination
of this Agreement in accordance with this Section l4. Contractor shall mitigate its damages upon
receipt of any notice of termination hereunder. Upon expiration or termination of this Agreement
for any reason, Contractor shall return to Customer all equipment, documents and other materials
wntaining any Customer Information (as defined in Section 8), all Customer Work Product, and all
copies thereof made by Contractor, and Customer's sole obligation shall be to pay Contractor in
accordance with Section 2 the compensation due for Services completed before such expiration or
termination.
(d) SurvivaL Those provisions, which by their nature are intended to survive the
termination or expiration, of this Agreement, shall survive the termination or expiration of this
Agreement.
I5. EXPORT COMPLIANCE ASSURANCE
Contractor expressly acknowledges that i) alI products, proprietary data, know-how,
sofiware or other data or information obtained from Customer (herein referred to as "Products"),
and ii) any Work Product hereunder, or any products directly derived from any such Work Product
(herein refened to as "Technical Information") are subject to the United States (U.S.) government
export control laws and accordingly their use, export and re-expoR, may be restricted or prohibited.
Contractor, therefore, agrees that neither it nor any of its subsidiaries, affiliates or subcontractors
will directly or indirectly expoR, re-expoR, transfer, or release, or cause to be exported or re-
exported (herein referred to as "export"), any such Work Product, Technica] Information, or
Products, or any derivative thereof, to any destination or entity prohibited or restricted under U.S.
law including but not limited to U.S. government embargoed or sanctioned countries or entities,
unless it shall obtain prior to export an authorization from the applicable U.S. government agency
(either in writing or as provided by applicable regulation). Contractor further agrees that no Work
Product, Technical Information, or Products will be directly or indirectly employed in missile
technology, sensitive nuclear, or chemical biological weapons end uses or in any manner transfened
to any party for any such end use.
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Contractor further agrees that it will not supply nationals of those countries for which the
U.S. govemment or any agency thereof requires an export license or other government approval,
who are not permanent residents or citizens of the U.S. unless Contractor first notifies Customer and
Customer specifically agrees that said national may provide services without requiring an export
license (or unless Contractor first obtains such a license and provides a copy to Customer).
Contractor shall be solely responsible for determining the nationality of its employees and
contractors.
IG. USE OF CUSTOMER PROPERTY
Contractor shall take all necessary precautions to prevent injury to any persons (i�cluding
employees of Customer) or damage to propeRy (including Customer's property) during the term of
this Agreement. Should Customer permit Contractor to use any of Customer's equipment, tools, or
facilities during the term of this Agreement, such permission shall be gratuitous and Contractor
shall be responsible for any injury to any person (including death) or damage to property (including
Customer's) arising out of use of such equipment, tools or facilities, whether or not such claim is
based upon its condition or on the alleged negligence of Customer in permitting its use. Unless
already so marked by Customer, Contractor shall identify and conspicuously mark all Customer
property as belonging to Customer and, upon request, shall furnish Customer with a list of all
Customer propeRy being held by Contractor.
17. RECORDS AND TAX INFORMATION
During the term of this Agreement and for two (2) years thereafter, Contractor shall
maintain detailed and accurate records with respect to Contractor's performance of the Services,
shall maintain such records in the manner required by applicable law and shall make such records
available to Customer upon Customer's request.
1$. ORDER OF PRECEDENCE
Except as specifically provided otherwise in this Agreement, in the event of any conflict
between this Agreement, the Exhibits hereto and the other documents referenced herein, the
following order of precedence is provided:
(a) this Agreement
(b) the Non-Disclosure Agreement between the Parties (the "NDA")
(c) Statement of Work
(d) Purchase Order
19. GENERAL PROVISIONS
(a) Notices and Invoices. All notices given by either PaRy under this Agreement must
be in writing and delivered by postage prepaid ceRified mail (return receipt requested), overnight
courier, or facsimile with confirmation to the following addresses:
TO CITY OF UKIAH: TO CONTRACTOR:
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City of Llkiah BEAR Data Solutions, I�c.
Attn: Procurement Attn: Don James
411 West Clay Street 138 Charcot Ave
Ukiah, CA 95482 San Jose, CA 95131
Notices will be effective upon receipt or when delivery is refused. Each Party may change its
address by giving notice to the other Party of the new address.
Any/all invoices shall be sent to Customer at the following address:
City of LJkiah
Attn: Accounts Payable
411 West Clay Street
Ukiah, CA 95482
(b) Assignment. Contractor shall not assign any of its rights or obligations under this
Agreement without the express prior written consent of Customer; any attempted assignment in
violation of the foregoing shall be void. If Contractor desires to subcontract its performance of any
of the Services, it must (i) obtain Customer's express written consent, (ii) execute and deliver to
Customer a copy of a confidentiality and proprietary rights agreement with such subcontractor
containing terms no less favorable to Customer than those in Sections 8 and 9 of this Agreement
and naming Customer as an intended beneficiary of such agreement, and (iii) accept full
responsibility for all actions and omissions of such subcontractor related to this Agreement. This
Agreement shall be binding upon and inure to the benefit of the Parties and their successors and
permitted assigns.
(c) Injunctive Relief. Contractor acknowledges that any breach of Sections 8 or 9 of
this Agreement by Contractor would cause irreparable damage to Customer for which monetary
damages would be inadequate. Accordingly, Contractor agrees that injunctive relief is an
appropriate remedy for any such breach, in addition to all other remedies Customer may have.
(d) Governing Law and Venue. All matters arising in connection with this Agreement
or the enforcement or construction thereof will be governed by (without regard to conflict-of-laws
provisions) and resolved in accordance with the laws of the State of California, U.S.A. Customer
and Contractor each hereby irrevocably: (i) agrees that any suit, action or other legal proceeding
arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in
Ukiah, Califomia, which court shall have exclusive jurisdiction over any controversy arising out of
or related to this Agreement; (ii) consents to the jurisdiction of such court in any such suit, action or
proceeding, and (iii) waives any objection which it may have to the laying of venue of any such
suit, action or proceeding in such court and waives any claim that any such suit, action or
proceeding has been brought in an inconvenient forum. Service of process in any suit, action or
proceeding may be made in any manner permitted by applicable law.
(e) Attorneys' Fees. The prevailing Party in any litigation between the PaRies relating
to this Agreement shall be entitled to recover its reasonable attomeys' fees and court costs, in
addition to any other relief it may be awarded, from the non-prevailing Party.
(� Severability; Non-Waiver. If any provision of this Agreement is held to be illegal,
unenforceable or invalid by any court of competent jurisdiction, the remaining provisions hereof
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shall remain in full force and effect. The failure or delay of either Party to enforce at any time any
provision of this Agreement shall not constitute a waiver of such Party's right thereafrer to enforce
each and every provision of this Agreement.
(g) Headings. The section headings appearing in this Agreement are inserted only as a
matter of convenience and in no way define, limit, construe, or describe the scope or extent of such
section or in any way affect this Agreement.
(h) Entire Agreement; Modification. This Agreement, together with the attached
exhibits, the NDA and any SOW referencing this Ageement and signed by both Parties, constitutes
the entire agreement between the Parties and supersedes all prior oral or written �egotiations and
agreements between the Parties with respect to the subject matter hereof. No modification or
amendment of this Agreement (including any exhibit hereto) shall be effective unless in a writing
signed by both Parties.
(i) Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and which together shall be one and the same agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CUSTOME CONTRACTOR
By: U�(/'`�'� By: /
Name: � � �h � ��c1' e: John dough
(Printed Name) (Printed Name)
Title: C .���, YV�,G ��o,_1�,— Title: VP, Operations
Date: � O � I I `'� Date: 1/29/14
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CONTRACTOR INFORMATION
For Ta�c Purposes:
Contractor Name:
Corporation: Yes No
Tax ID Number:
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EXHIBIT A
COMPENSATION AND REIMBURSEMENT
Contractor shall be compensated for performing the Services at the following hourly rates:
Hourly Rate
Service (US Dollars) Firm Fixed Fee
Customer shall pay to Contractor the hourly rates or firm fixed fee specified above for performance
of the Services under the Agreement. The above specified hourly rates or firm fixed fees include all
elements of cost (direct labor, overhead, general and administrative expenses, any applicable taxes
and profit) other than out of pocket expenses authorized by Customer.
NOTE: When prices are quoted and/or amounts invoiced will include applicable taxes, Contractor
shall clearly identify, on the invoice, the type and rate of tax being applied, as well as the
jurisdiction imposing the tax. Each invoice shall include a statement by the Contractor indicating
that the Contractor's overhead is included in the invoiced amount.
If applicable, Customer shall reimburse Contractor for reasonable and necessary out of pocket
expenses pre-approved in connection with its performance of the Services, authorized in accordance
with Customer's Travel Management Policy then in effect, and supported by reasonably detailed
documentation. All such out of pocket expenses shall be itemized on each invoice submitted to
Customer and shall be accompanied by the appropriate supporting docume�tation. The following
costs shall not be chazged to Customer: (a) transportation costs of travel to and from Customer's
offices, (b) local telephone service and calls; and (c) office staff and supplies used in the normal
course of performing the Services.
Customer's Travel Management Policy includes the following guidelines to be adhered to by
Contractor:
(i) The lowest fares available, coach, or less expensive fares, are to be used on all
domestic flights (first class, full fare bookings are not reimbursable unless approved
in advance by Customer). Business class travel is permitted for over-the-water travel
but not permitted on travel to Alaska, Hawaii, Canada, Mexico,the Caribbean and all
U.S. territories. Occasionally, business class may not be available. When this occurs,
and after all other options have been explored and no other alternatives remain, first
class may be booked with business class waitlisted for possible clearance.
(ii) Rental cars up to mid-size are acceptable unless three (3) or more employees are
traveling together, in which case a full-size car is allowed. Luxury car rentals will
not be fully reimbursed unless the rate is equal to or lower than the authorized car
size. Special equipment and accessory charges such as a luggage rack, snow tires,
etc., should be explained on the invoice. Charge for rental car telephones is not
reimbursable.
(iii) Meals and incidental expenses will be reimbursed based on reasonable and actual
expenses incurred. (When receipts are required, Contractor must submit original
2014 BDS MSA-C�ty ofUkiah v2 Page 13 of 15
Bear Data Solubons Confidential
meal receipts displaying itemized purchases and/or the credit card receipts. No
handwritten meal stubs will be accepted).
(iv) Hotels should not exceed a rate of$I50.00 per night, unless otherwise agreed to and
approved in advance by Customer.
To support payment for the Services, each invoice submitted therefore shall include a certification
by Contractor stating that the number of hours by individual and labor category set foRh therein was
the actual number of hours expended by each individual during the period for which the invoice is
submitted and that all out of pocket expenses for which reimbursement is requested were properly
incurred in the performance of the Services. All taxes applied shall be specifically identified by rate
and jurisdiction imposing the tax. Each invoice shall include a statement by the Contractor
indicating that the Contractor's overhead is included in the invoiced amount.
Customer's total liability under this Agreement shall in no event exceed the compensation in
accordance with the SOW(s) under which Services may be authorized and ordered by Customer and
accepted for performance by Contractor.
2014 BDS MSA-C�ry ofUk�ah Jl Page 14 of 15
Bear Data Solulions ConfidenLal
SAMPLE
EXHIBIT B
COPYRIGHT ASSIGNMENT
Txis Ass�cxmtEx'r ("AssignmenY') is made pursuant to that certain Services Agreement,
dated as of (the "AgreemenY') by and between CUSTOMER, a Califomia
corporation with offices located at 411 West Clay Street, Ukiah, CA 95482 ("Customer"), and
BEAR DATA SOLUTIONS with offices at 138 Charcot Ave, San Jose, CA 95131 ("Assignor").
WxEREns, Assignor is the owner of an undivided whole interest in the copyrights, including
all rights throughout the world, in the works of authorship entitled: [Insert complete title of all
works to be assigned] (the "Copyrights");
WHEREns, City of Ukiah desires to acquire an undivided whole interest in the Assignor's
right,title and interest in the Copyrights;
Now,TxE[tEFOaE, for the consideration set forth in the Agreement, the adequacy of which
is hereby acknowledged, Assignor hereby assigns to Customer, its legal representatives, successors
and assigns, all of Assignor's right,title and interest in and to the Copyrights,together with the right
to secure renewals, reissues, and extensions of the Copyrights, which interest and right will be held
to the full end of the term for which the Copyrights or any renewal or extension thereof is or may be
granted.
Dated:
CUSTOMER ASSIGNOR
[Company or Individual Name]
By: By:
Name: Name:
Title: Title:
2014 BDS MSA-C�ty ofUkiah J2 Page 15 of 15
Bear Data Solu[ions Co�denhal