HomeMy WebLinkAboutBureau Veritas North America, Inc. 2007-04-16 �
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Master Agreement Terms and Conditions Master Agreement No. RESP111706
This Master Agreement Terms and Conditions(the "AgreemenY')is made and entered into this 16�h day of April, 2007 by and
between Bureau Veritas North America, Inc., having its principal place of business at 11590 West Bernardo Court, San
Diego, CA 92127 ("CONSULTANT"), City of Ukiah ("CUSTOMER") with an address of 300 Seminary Avenue, Ukiah, CA
95482 and GovPartner.com.
This Agreement includes the following Terms and Conditions, as well as those agreements set forth below which are initialed
by CUSTOMER, all Exhibits to the Agreement, and all fiature agreements referencing this Agreement which CONSULTANT
and CUSTOMER may execute from time to time for the license, support& maintenance, services, and hosting of the Software
licensed under this Agreement which is more fully described on Exhibit A, attached hereto and incorporated herein by this
reference(collectively"Products").
Aareements Form No. CUSTOMER's Initials
Professional Services Agreement 0002.001
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Application Hosting Agreement 0003.001 (��--'�
This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or
contemporaneous agreements, negotiations, representations and proposals, written or oral between CONSULTANT and
CUSTOMER. This Agreement is not an acceptance of any conflicting terms and conditions and will prevail over any conflicting
CUSTOMER's terms and conditions. Only a writing executed by authorized representatives of the parties and referenced as
an amendment to this Agreement may modify, supplement, or change this Agreement.
CONSULTANT is licensed by GovPartner.com, a Nevada corporation, ("GOVPARTNER") to sublicense software programs
and offer services to CUSTOMER under this Agreement.
BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND
CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY AGREEMENTS LISTED ABOVE WHICH ARE
INITIALED BY CUSTOMER AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
CUSTOMER, BY ITS SIGNATURE, ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS CERTAIN LIMITATIONS OF
LIABILITY AND CERTAIN RRANTY DISCLAIMERS.
Bure V itas North Ame ica, In City of Ukiah
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General Terms and Conditions
1 Form No.0001.001
G PResel IerMaste r12-28-2004.doc
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1. Payment Terms. CONSULTANT will invoice that CUSTOMER promptly notifies
CUSTOMER on a one-time or periodic basis for all GOVPARTNER immediately by overnight mail to
license fees, maintenance and support charges and General Counsel, GovPartner.com, 11590 West
service fees and hosting fees for the Software (herein Bernardo Court, San Diego, CA 92127 of the
"Fees"). CUSTOMER must pay each invoice within action and gives GOVPARTNER full authority,
Thirty (30) days from invoice date, unless otherwise information and assistance for the action's
specified in the applicable agreement. CUSTOMER defense. GOVPARTNER will pay all damages
must pay each invoice for a delivery within Thirty(30) and costs awarded therein against CUSTOMER,
days from invoice date without regard to other but shall not be responsible for any compromise
scheduled shipments. Invoices not paid when due made without its consent. CONSULTANT or
will have a 1.5 percent per month interest charge or GOVPARTNER may, at any time it is concerned
the highest lawful rate, whichever is less, assessed over the possibility of such an infringement, at its
against the unpaid balance from the date of invoice option and expense, replace or modify the
until the date of payment. All payments made under Products so that infringement will not exist, or
this Agreement shall be paid in United States dollars. remove the Products involved and refund to
CUSTOMER the price as depreciated by an
2. Proprietary Rights and Confidential Information. equal annual amount over five(5)years.
A. Certain information and materials supplied by B. CONSULTANT and GOVPARTNER shall have
CONSULTANT with the Products such as, no liability to CUSTOMER if any Intellectual
without limitation, the Services, Deliverables, Property infringement or claim thereof is based
manuals, diagrams, drawings, plans, flowcharts, upon the use of the Products in connection or in
software, technical processes and formulae, combination with equipment, devices, or software
source codes, product designs, sales, costs and not supplied by CONSULTANT or used in a
other unpublished financial information, produc;t manner not expressly authorized by this
and business plans, usage rates, relationships, Agreement or in a manner for which the Products
projects and data, are CONSULTANT's or were not designed, or if the claim of infringement
GOVPARTNER's confidential or proprietary trade would have been avoided but for CUSTOMER's
secrets (the "Confidential Information") and use of software other than the latest, unmodified
CONSULTANT furnishes them solely to assist release of Software made available to
CUSTOMER in the installation, operation and CUSTOMER by CONSULTANT.
use of the Products. CUSTOMER must not
reproduce, copy or disclose such Confidential C. CUSTOMER shall indemnify and hold
Information except as is reasonable and CONSULTANT and GOVPARTNER harmless
necessary to properly use the Products. Nothing from any loss, cost or expense suffered or
herein shall restrict CUSTOMER from complying incurred in connection with any claim, suit or
with its obligations under any law requiring proceeding brought against CONSULTANT or
disclosure, but CUSTOMER shall give GOVPARTNER so far as it is based on a claim
CONSULTANT five days prior notice before any that the use, sale or licensing of any Products
release of Confidential Information. delivered hereunder and modified or altered or
combined with any products, device, or software
B. CUSTOMER acknowledges and agrees that not supplied by CONSULTANT hereunder
CONSULTANT or GOVPARTNER shall suffer constitutes an infringement because of such
irreparable injury not compensable by money modification, alteration or combination.
damages and therefore shall not have an
adequate remedy at law in the event of an 4. Limitation of Liability. CONSULTANT and
unauthorized use of proprietary rights or an GOVPARTNER will not be liable for any loss or
unauthorized use or disclosure of any damage claimed to have resulted from the use,
Confidential Information in breach of the operation or performance of the Products or related in
provisions of this Agreement. Accordingly, any way to their acquisition, regardless of the form of
CONSULTANT or GOVPARTNER shall be action. This limitation does not apply to warranties
entitled to injunctive relief to prevent or curtail any furnished by company under any of the agreements
such breach, threatened or actual. The foregoing and to the performance of web hosting functions
shall be in addition and without prejudice to such performed by Consultant and Govpartner. In no event
rights that CONSULTANT or GOVPARTNER will CONSULTANT or GOVPARTNER be liable to
may have at law or in equity. CUSTOMER for(a) any special, indirect, incidental or
consequential damages, even if CONSULTANT or
3. Infringement Indemnification GOVPARTNER has been advised of the possibility
thereof, (b) any damages resulting from latent
A. GOVPARTNER will defend any action, suit or defects, loss of data or profits, (c) any claim whether
proceeding brought against CUSTOMER if based in contract or tort,that arose more than one year prior
on a claim that the Products delivered hereunder to institution of suit thereon. CONSULTANT and
infringes any United States patent or copyright of GOVPARTNER shall be liable for actual damages
any third party ("Intellectual Property") provided resulting from a material breach of this Agreement.
4 Form No.0001.001
t
5. Taxes. CUSTOMER shall pay all taxes, levies and within sixty(60)days of the initiation of such
similar governmental charges, however designated, procedure, shall be finally settled by arbitration
and all liabilities with respect thereto which may be conducted expeditiously in accordance with the
imposed by any jurisdiction, including, without Commercial Arbitration Rules of the American
limitation, customs, privilege, excise, sales, use, Arbitration Association by a sole arbitrator; provided,
value-added and property taxes levied or based on however,that persons eligible to be selected as
gross revenue or operation of this Agreement, except arbitrators shall be limited to attorneys at law who are
those taxes based upon CONSULTANT's net income. on the AAA's Large, Complex Cases Panel; or who
have professional credentials similar to the attorneys
6. Export. CUSTOMER agrees that the Products listed on such AAA panel. If the parties encounter
purchased hereunder will not be exported directly ar difficulty in agreeing on an arbitrator,they agree that
indirectly, separately or as part of any system, without the AAA shall select the arbitrator. The arbitration
first obtaining a license from the U.S. Department of shall be governed by the United States Arbitration
Commerce or any other appropriate agency of the Act, 9 U.S.C. Sections 1-16. The award shall be
U.S. Government, as required. based upon applicable law and judicial precedent and
judgment upon the award rendered by the arbitrator
7. Assignment. CUSTOMER may not assigri, may be entered by any court having jurisdiction
voluntarily or by operation of law, any of its rights or thereof. The place of arbitration shall be a location as
obligations in this Agreement except with mutually agreed in California. The arbitrator is not
CONSULTANT's prior written consent. This empowered to award damages in excess of
Agreement will be binding on and inure to the benefit compensatory damages and each party hereby
of the parties hereto and their respective successors irrevocably waives any damages in excess of
and permitted assigns. compensatory damages.
8. Waiver. The parties' rights and remedies are
separate and cumulative. Neither parties waiver or
failure to exercise in any respect any right or remedy
provided in this Agreement is a waiver of any future
right or remedy hereunder.
9. Force Majeure. If any cause beyond
CONSULTANT's reasonable control prevents
CONSULTANT from performing under this Agreement
by a given date or time, CONSULTANT's
performance will be automatically postponed.
10. Choice of Law. The laws of the State of California
will govern the construction and operation of this
Agreement without regard to the conflict of laws
provisions thereof.
11. Severability. The invalidity of any provision of this
Agreement will not affect the validity and binding
effect of any other provision.
12. Notice. Notices hereunder must be sent to the
addresses on the face of this Agreement, or to such
other addresses as specified by a notice complying
with this provision. Notice is effective on the earlier of
actual receipt or five days after deposit in the mail.
Notices in the form of a fax or email are acceptable if
followed up by a mailed confirmation. Notices 40
CONSULTANT must be sent to the attention of Mr.
Kevin Vincent. Notices to CUSTOMER must be sent
to the attention of Mr.Sage Sangiacomo.
13. Disputes. Any dispute regarding this Agreement
shall be resolved by the alternate dispute resolution
process stated in this Section 13. First,the Manager
of CUSTOMER and the President of CONSULTANT
shall meet to resolve the dispute. If that meeting does
not resolve the dispute,the parties will refer the
dispute to mediation with a mediator mutually
selected by them. Any dispute that has not been
resolved by mediation, as provided in this section,
3 Form No.0001.001
GPResellerMaster3-14-03.doc
�XHIBIT A
Fees for Software Licenses, Software Maintenance and Support, Professional Services, and Application Hosting.
Reduced Pricing
We would like to extend the City of Ukiah Community Services reduced pricing
for the ReservePartner system hosting fees. We have been authorized to
reduce pricing for prospective clients to make our solution more attractive. In
return we hope that the City will be willing to function as a GovPartner
reference once the solution is in place. This typically involves taking
occasional phone calls, e-mails and possibly accommodating a site visit for
qualified potential clients.
ReservePartner Software Fees
GovPartner Hosted ReservePartne�r Solution
✓ Class Registration Mod�le
✓ Facility Reservation Module
Promotional Hosting Fees .............................. $325 per month
Standard Hosting Fees...............................................................................$750 per month
Software Hosting covers the followinga
• Unlimited concurrent software license for both staff and online customers
• Hosting of the ReservePartnersystem at GovPartner data center
• Software maintenance including: updates, upgrades, ongoing enhancements, and
technical/user support via phone, e-mail, and Web Conferencing.
City specific reports and customizations....................................$2,500
Scholarship Report—The City would like to be able to produce a report that lists all registrations
where a scholarship and or discount was applied.
• This will be a new custom report. We will create the report with input from the City.
Track T-Shirt sizes —The City would like to be able to add a field for T-Shirt size for each person
registering for a League (which would be set up as a Class and Session in the system). Each registrant
will provide a T-Shirt size to complete the registration. This is a class specific entity and not tied to the
user profile.
• We will add a couple of custom fields to the reservation system that could capture this
information. The City will be provided with two dropdowns and two text fields. When a class
is setup staff could set these up too, and also make them required.
Ability to add notes/comments/request to a registration —The City would like to allow users a
text field where they can request a coach, t:o be placed on a specific team, or simply add comments.
• We will add a couple of custom fields to the reservation system that could capture this
information. The City will be provided with two dropdowns and two text fields. When a class
is setup staff could set these up too, and also make them required.
Early/Late Registration —The City would like to allow two different registration fees based on and
early and normal registration period.
• We will provide this capability to allow stafF to set up two registration fees based on
registration dates.
4 Form No.0001.001
�
ReservePartner Implementation Fees
Core Implementation of the following Modules:
• Class Registration
Description Unit Price Quantity Cost
Project Management $1,000 day 5 days $5,000
System Configuration &Testing $1,000 day 2 days $2,000
On-Site Training & Mentoring $1,000 day 3 days $3,000
Core Implementation Estimate $10,000
*Does not inc/ude reimbursable expenses, which are bil/ed at cost p/us 15%administrative fee.
3 Form No.0001.001
GPResellerMaster3-14-03.doc
Professional Services Agreement Master Agreement No. RESP111706
This Professional Services Agreement (the "Professional Services AgreemenY') by and between Bureau Veritas North
America, Inc., having its principal place of business at 11590 West Bernardo Court, San Diego, CA 92127
("CONSULTANT") and the City of Ukiah ("CUSTOMER")with an address of 300 Seminary Avenue, Ukiah, CA 95482 is an
addendum to the Master Agreement Terms and Conditions between CONSULTANT and CUSTOMER dated the 16�h day of
April, 2007(the "Master AgreemenY').
Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement.
CUSTOMER AGREES TO INTIAL HERE AND IN THE APPROPRIATE SPACE ON THE FACE OF THE MASTER
AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS PROFESSIONAL SERVICES AGREEMENT APPLY.
CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORATED IN
AND MADE PART OF THE MASTER AGREEMENT. C�._
CUSTOMER's Initials
1. Services D. Hours of Service: Services will be provided
during the hours of 8:00 a.m. to 5:00 p.m.
A. The professional consulting services and Monday through Friday excluding holidays or
deliverables to be performed or delivered by such holidays as observed locally by
CONSULTANT under this Professional CONSULTANT. CUSTOMER may request
Services Agreement may include, but are not in writing extended hours beyond the normal
limited to: consulting, network engineering, hours of service at the prevailing surcharge
systems integration, hardware installatiori, rates.
special studies, installation evaluations,
custom modification, tools/utilities E. CUSTOMER shall furnish CONSULTANT, at
components, programming and CUSTOMER's expense, all technical data
documentation, data conversion, application and information as may be determined by
design and development, systems analysis CONSULTANT to be necessary to furnish
and design, conversions, implementing the Services in the WO. CUSTOMER shall
planning and implementation of the Software grant CONSULTANT access to the System
pursuant to CUSTOMER's Work Order at such times and so configured as may be
(collectively referred to as the "Services"). required for the adequate delivery of the
On-site support is available to resolve severe Services.
problems rendering software application
substantially inoperable and to perforrn F. CONSULTANT tools/utilities components
upgrades. and custom modifications (hereinafter
"Components")developed by CONSULTANT
B. During the term of this Professional Services to enhance the functionality of
Agreement, the CUSTOMER may submit CONSULTANT Software for the applicable
orders to CONSULTANT. Upon acceptance CUSTOMER solution may be described and
by CONSULTANT, each order shall become the associated fees therefor may be set forth
part of and be subject to the terms and in the applicable WO. The rights to use
conditions of this Professional Services these Components are granted in
Agreement. CONSULTANT shall not accordance with Section 7 hereunder. In
withhold acceptance unreasonably. addition, continuing support for the specified
Components may be ordered under
C. For each order issued and accepted k�y CONSULTANT's Software Maintenance and
CONSULTANT, the parties shall mutually Support Agreement.
agree to and attach a work order("WO")with
written estimate of the tasks, deliverables, G. CONSULTANT shall use reasonable efforts
acceptance of deliverables, schedule for to perform the Services to be provided
performance and cost for providing the hereunder, but CONSULTANT will not be
requested Services. It is understood that responsible for any delays resulting from
the WO may be amended by mutual written circumstances beyond its control.
agreement. If there is any conflict of terms
between this Professional Services 2. Term
Agreement and the WO, then the
Professional Services Agreement shall This Professional Services Agreement shall
control. commence effective on the date of acceptance
by CONSULTANT and shall remain in force until
� Form No.0002.001
GP Resel I erP rofServ 12-28-2004.d oc
terminated with thirty (30) days prior written commercially reasonable efforts to review
notice from either party. Completion of any and respond to the Change Order within ten
ordered Services or the absence of orders for (10) business days after receipt of the
additional Services shall not terminate this Change Order. The receiving party may
Professional Services Agreement, it being the approve, propose modifications to or
intent of the parties to keep this Professional disapprove of the requested Change Order.
Services Agreement in effect in the event of Nether party shall unreasonably disapprove
future orders for Services unless otherwise a Change Order presented by the other. If
notified by either party in writing. the receiving party disapproves of the
requested Change Order, the receiving party
3. Charges shall provide to the requesting party in
writing, within the ten (10) day response
A. The CUSTOMER agrees to pay for all period, the reasons for denying the
Services delivered by CONSULTANT, requested Change Order. In the event the
including reasonable travel, subsistence and parties fail to agree on a specific Change
lodging which are invoiced to CUSTOMER at Order, CONSULTANT shall continue to
cost plus a 15% administrative fee. provide the Services at the service level
Additionally, the CUSTOMER agrees to provided that the WO is met.
reimburse CONSULTANT for any special or CONSULTANT shall have the right to
unusual expenses incurred at the allocate its resources to the extent
CUSTOMER's specific request. necessary to achieve such mutually agreed
to service levels.
B. Unless a prepaid order is received,
CUSTOMER will be invoiced monthly far B� Customer may notify the Consultant to stop
Services rendered in the previous month or work, suspend work or terminate work
in accordance with the milestone payment covered by a WO at any time. Upon
schedule in the WO attached to each order. termination or a suspension of more than 30
All invoices are due and payable within 30 days, Customer shall compensate
days. Invoices not paid when due will have Consultant for work performed prior to the
a 1.5 percent per month interest charge ar effective date of the notice, subject to set off
the highest lawful rate, whichever is less, for any damages to Customer caused by a
assessed against the unpaid balance from material breach of the Agreement by
the date of the invoice until the date of Consultant.
payment. CUSTOMER shall pay all costs
involved in collecting its overdue accounts Change Control and Supervision
including reasonable attorneys'fees.
C. All changes must be documented in writing
C. All charges and rates are exclusive of all and signed by the requesting party. The
sales, use and like taxes. Such taxes are assigned Professional Services Project
the responsibility of the CUSTOMER and will Manager will analyze these requests and
be billed to the CUSTOMER as a separai:e generate an initial assessment as to the
line item on each invoice. impact on the WO's cost and/or schedule
within five business days.
4. Change Orders
(i) Changes that do not affect the cost
A. In the event that either party desires ko and/or schedule of the
change the scope of the Services for ariy Services/Deliverables will be handled
reason which is not within the scope of thie within the WO. The Project Manager
WO, such party (referred to for convenience may take three actions: authorize the
as the "requesting party") shall submit to the proposed change, deny the proposed :
other party (referred to for convenience as change; or request additional
the "receiving party") a request for a channe information.
to the scope of the Services (a "Chanqe
Order"). Each Change Order shall set forth (ii) Changes that affect cost and/or
in reasonable detail the nature of the chanye schedule of the Services/Deliverables
in the Services being requested, the will be reported to the CUSTOMER, with
recommended increase or decrease in the applicable pricing and schedule
personnel or other resources, if any, and any impact of the requested change to the
isnpact of the Change Order will have on the W�•
WO schedule, once the Change Order is
implemented. The receiving party will use
2 Form No.0002.001
GPResel IerP rofServ 12-28-2004.d oc
D. While present on the CUSTOMER's document processing and image processing
premises and performing Services under this developed or resulting from the Information
Professional Services Agreement, or the Services provided under this
CONSULTANT and its employees and Professional Services Agreement.
contrators shall conform to CUSTOMER's
published policies and procedures and shall 6. Rights in Software, Deliverables &
abide by CUSTOMER's directions which are Components
consistent with the WO.
Title to and ownership of all written material,
E. It is the express intention of the parties that including without limitation all software, including
CONSULTANT and/or its employees or the Software, results and proceeds of the
contractors is an independent contractor and Services, the Components and any and all
not an employee, agent or partner of deliverables created for CUSTOMER under this
CUSTOMER. Nothing in this Professional Professional Services Agreement, including but
Services Agreement shall be interpreted as not limited to software, magnetic and optical
creating the relationship of employer and disks, tapes, listings and other software
employee between the CONSULTANT documentation (collectively referred to as
employees or contractors and CUSTOMER. "Deliverables") first developed or created by
CONSULTANT under this Professional Services
F. Should a CONSULTANT employee or Agreement and all proprietary rights therein shall
contractor be unable to perform the at all times remain with CONSULTANT; however,
scheduled Services under this Professional CONSULTANT, subject to the payment by
Services Agreement because the illness, CUSTOMER of all charges related to the
resignation or other causes beyond Services, grants to CUSTOMER a personal, non-
CONSULTANT's control, CONSULTANT will exclusive, non-transferable, limited license to use
attempt to replace such employee or Deliverables fumished to CUSTOMER by
contractor within a reasonable time. CONSULTANT under this Professional Services
Agreement. All other Software and related
5. Proprietary Information Documentation furnished hereunder shall be
subject to the Master Agreement and the
A. In order to perform the Services under this Software License Agreement. Except and to the
Agreement, CUSTOMER may, from time ko extent expressly provided in this section, no
time, disclose to CONSULTANT certain license or other right is hereby transferred or
information respecting CUSTOMER's granted to CUSTOMER, including any license by
technical, financial, statistical and personn�l implication, estoppel or otherwise, under any
data, (hereinafter "Information"). Any such patent,trade secret,trademark or copyright.
Information which is submitted in writing to
CONSULTANT by the CUSTOMER and 7• Employees
which is clearly and conspicuously marked
as confidential shall be protected by A. The parties recognize that CONSULTANT's
CONSULTANT against unauthorized employees or contractors provided under
disclosure by using the same degree of care this Professional Services Agreement may
of discretion that CONSULTANT uses with perform similar services to the Services from
similar Information which CONSULTANT time to time for third parties. Accordingly,
does not want disclosed to third parties. this Professional Services Agreement shall
However, CONSULTANT shall not be not prevent CONSULTANT from performing
required to protect Information which (i) is or such similar services or restrict
becomes publicly available, (ii) is already in CONSULTANT's use of the same
CONSULTANT's or its related companies' employees or contractors provided under
possession, (iii) is independently developed this Professional Services Agreement.
by CONSULTANT or its related companiE;s
outside the scope of this Professional B. CUSTOMER and CONSULTANT
Services Agreement, or (iv) is rightfully acknowledge and agree that
obtained from third parties. CONSULTANT's CONSULTANT's employees provided under
obligations under this Paragraph 6.A shall this Professional Services Agreement are
cease immediately upon return to highly important to the success of
CUSTOMER of such Information. CONSULTANT in fulfilling the intent of this
Professional Services Agreement.
B. CONSULTANT shall not be required to Accordingly, CUSTOMER agrees that they
protect any ideas, concepts, know-how, or will not, either directly or indirectly, solicit,
techniques relating to data, electronic divert or hire, or attempt to solicit, divert or
3 Form No.0002.001
G PResel IerProfS e rv 12-28-2004.doc
hire any CONSULTANT employees engaged thirty (30) days after CONSULTANT has sent
in providing the Services under this written notice to CUSTOMER. Termination shall
Professional Services Agreement at any tim� not be CONSULTANT's exclusive remedy and no
during the term of this Professional Services such termination shall adversely affect any claim,
Agreement and for a period of twelve (12) right or action which CONSULTANT may have
months after completion of the Services. for damages or otherwise against CUSTOMER
regarding any failure of CUSTOMER to perform
8. Termination or observe its obligations to CONSULTANT.
CONSULTANT shall have the right to terminate 9• Proprietary Rights
this Professional Services Agreement upon the
occurrence of any of the following events (a) Certain information and materials delivered
CUSTOMER fails to perform or observe any of its under the WO by CONSULTANT hereunder
obligations to CONSULTANT under this such as, without limitation, the Deliverables, are
Professional Services Agreement, includinn, confidential and proprietary trade secrets of
without limitation, the timely payment of any CONSULTANT or GOVPARTNER and are
sums due CONSULTANT, (b) CUSTOMER furnished solely to assist CUSTOMER under the
admits in writing its inability to pay its debts WO. All such Confidential Information shall be
generally as they become due, or executes an so marked and CUSTOMER shall treat such
assignment or similar document for the benefit of information confidential and abide by the terms
creditors, (c) subject to applicable law, the of such markings, and not reproduce or copy
appointment of a receiver, trustee in bankruptcy such information except as is reasonable and
or similar officer for the equity or assets of necessary under the WO. Nothing herein shall
CUSTOMER, (d) there is an assignment of this restrict CUSTOMER from complying with its
Professional Services Agreement without the obligations under any law requiring disclosure,
prior written consent of CONSULTANT; and (E:) but CUSTOMER shall give CONSULTANT five
such event(s) is not remedied or cured to the days prior notice before any release of
reasonable satisfaction of CONSULTANT within Confidential Information.
4 Form No.0002.001
G P Resel I erP rofServ 12-28-2004.doc
WorNc Order No. 1
Master Agreement No. RESP111706
ReservePartner Implementation Fees
Core Implementation of the following Modules:
• Class Registration
Description Unit Price Quantity Cost
Project Management $1,000 day 5 days $5,000
System Configuration &Testing $1,000 day 2 days $2,000
On-Site Training & Mentoring $1,000 day 3 days $3,000
Core Implementation Estimate $10,000
*Does not include reimbursable expenses, which are billed at cost plus 15%administrative fee.
Implementation Timeline
ReservePartner can be implemented in approxirnately 6 to 12 weeks with onsite training through each
step of the project planning and implementation. The 6 to 12 week implementation will include the
phases listed below; led by your Bureau Veritas Project Manager with involvement from a City Project
Manager and key staff as indicated in the outline below:
Review Process Reauirements with Citv Staff
Your Bureau Veritas Project Manager will go thr�ugh your City procedures and prepare a document of
system requirements. Interviews will be conduc:ted with key staff and visits to facilities will take place to
review in detail your registration and reservation processes.
Review Svstem Confauration Reauirements �
Your Bureau Veritas Project Manager will discuss system requirements with key staff members to ensure
that all items are covered. Your Project Manager will demonstrate how these procedures can be achieved
in the ReservePartnersystem and will identify any system customizations that are required. Per review of
the needs outlined in the RFP, no customizations appear to be necessary, but should additional needs
surface during the implementation many customizations can be performed as part of base cost and with
the base implementation schedule. More complex customizations that may be uncovered can be scoped
and it will be up to City to determine if it wishes to add them to the project or simply give them to
GovPartner as a future enhancement request.
Set Up ReservePartne�Site
Bureau Veritas will create a base ReservePartnersite for your City that includes your City logo and
configuration requirements. Our technicians will begin testing to ensure your customizations are working
properly and that the system is robust.
Citv to Send Required Information
Your City will be given a detailed list of items required for setup of your class catalogs and Cybersource
account. Your Project Manager will also request any information or items required for your
customizations including reporting requirements.
Form No.0002.001
Cataloa Data Entered into City Svstem
Bureau Veritas will enter your first City catalog into the system, translating your paper brochure into an
interactive web interface. Classes will be associated with City provided graphics and sessions set up to
meet City fee requirements. All City locations, f�cilities and instructors will be entered into the system as
well. Once this initial catalog is set up in the system, all others can be exported from the base catalog
and have dates changed for use by City employees.
Set up Online Credit Card/Cvbersource Account via Relationshiq with vour Merchant Bank
Bureau Veritas will work with your Merchant Barik to set up your Cybersource credit card account.
Online Svstem Demonstration with Citv Staff
Your Bureau Veritas Project Manager will demonstrate your customized system to your key staff
members. This can be done for any size group. Main decision makers are requested to be at this
meeting as functionality will be discussed and any process changes decided as a result of this meeting.
Your Bureau Veritas Project Manager will discuss system best practices to ensure that your staff are using
the system consistently, ensuring the optimal use of your system. Your system URL will be given to staff
to allow them to work with your system and gain a rudimentary understanding.
Svstem Refinements
Any additional items addressed during the system demonstration will be customized within the system.
Testi n4
Our technicians will perform regression and func:tionality testing to ensure your system is working
properly. Your user guide will be customized during this period to meet any changes that were added for
your system.
Main Administrator(s) System Trainina
Your City's main.administrator(s) will be trained to:
1. Update Class Brochures
2. Create/Edit User and Student Accounts
3. Set-up and update Location and FacilitiE;s data
4. Run all Reports (including financial reparts like Instructor Payroll)
Svstem Best Practices
Bureau Veritas Project Manager will meet with key staff and administrators to go over any procedure
questions. These identified Best Practices will be incorporated into training with all other Parks and
Recreation staff inembers.
Staff Trainin4
Project Manager to train all Parks and Recreatian staff members on how to:
1. Register applicants
2. Process Transactions
3. Run Reports
4. Manage Facility Reservations
Traininq Follow Un and Documentation
City staff will be tasked with running registrations through the system prior to going live. Bureau Veritas
Project Manager to provide phone and web support to reinforce training.
City to Go Live Online and Internallv
Bureau Veritas Project Manager to be available at a City location to visit facilities and provide any last-
minute training and support as system is used by staff inembers.
7 Form No.0002.001
G P Resel I erProfServ 12-28-2004.doc
Application Hosting Agreement MasterAgreement No. RESP111706
This Application Hosting Agreement (the "Application Hosting AgreemenY') by and between Bureau Veritas North America,
Inc., having its principal place of business at 11590 West Bernardo Court, San Diego, CA 92127("CONSULTANT")and the
City of Ukiah ("CUSTOMER") with an address of 300 Seminary Avenue, Ukiah, CA 95482 is an addendum to the Master
Agreement Terms and Conditions between CONSULTANT and CUSTOMER dated the 16�h day of April, 2007 (the "Master
AgreemenY').
Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement.
CUSTOMER AGREES TO INITIAL HERE AND IN THE APPROPRIATE SPACE ON THE FACE OF THE MASTER
AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS APPLICATION HOSTING AGREEMENT APPLY.
CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORATED IN
AND MADE A PART OF THE MASTER AGREEMENT: ,
CUSTOMER's Initials
1. Hosting Services facilities. The communications and network
interoperability requirements for Intemet
A. Provided CUSTOMER is licensed to use access are as described in Exhibit B.
CONSULTANT Software pursuant to an
enforceable Software License Agreemerit F. The Hosting Computer System shall be used
between CONSULTANT and CUSTOMER by CUSTOMER only for purposes relating to
(the "Software"), CONSULTANT will install CUSTOMER's own use of the Soflware.
and operate the host portion of the Software CUSTOMER shall have no right to assign
in CONSULTANT's host computer systern any of its rights under this Application
(the"Host Computer System"). Hosting Agreement. CONSULTANT will not
be responsible for any delays resulting from
B. CONSULTANT will provide all equipment, circumstances beyond its control.
software and services necessary for the
operation and maintenance and support of G. CONSULTANT will take reasonable
the Host Computer System and the host precautions to guard against unauthorized
portion of the Software. CONSULTANT may access to CUSTOMER's data that is used or
contract with third parties for all or part of collected by the Software. However,
such equipment, software and services. CONSULTANT assumes no responsibility
CONSULTANT reserves the right to change that the Software will be used properly.
the configuration of the Host ComputE;r
System and the host portion of the Software H. In the event that GovPartner ceases to
and to change or delete such equipment or provide application hosting services, or the
software at any time, but CONSULTANT City chooses to terminate the Hosting
shall make CUSTOMER's application Agreement for whatever reason, the City, at
compatible with such change or deletion its option, will be provided all system data in
without additional charge to CUSTOMER. a .csv, access DB, or similar raw data
format. This data will be provided at no
C. CONSULTANT will provide bandwidth for additional charge to the City.
communication between CUSTOMER and
its web users involving the Software as 2. Maintenance
provided in Exhibit B. CONSULTANT will
back-up CUSTOMER's data as provided nn A. Hours of Support Availability. Payment of
Exhibit B. the standard periodic Software license fees
and application hosting fees entitles
D. Installation and training procedures are as CUSTOMER to Support during the Principal
described pursuant to an enforceable Period of Maintenance("PPM"). The PPM is
Professional Services Agreement between a nine hour continuous daily time period
CONSULTANT and CUSTOMER. If between the hours of 8:00 AM and 5:00 PM,
CONSULTANT is requested to provicle local time, Monday through Friday, excluding
custom modification, consulting, systern holidays or such holidays as observed locally
integration or other services, the terms for by CONSULTANT. All Support
such services shall be provided in suc:h subsequently added shall have the same
Professional Services Agreement. PPM. Support for severe problems, as
defined in the Support Order Form, will be
E. CUSTOMER shall have access to and k�e provided outside the PPM.
permitted to use the Software via lnternet
1 Form No.0003.001
GPResellerHost3-14-03.doc
B. Scope of Support. Support includes the After the EOSL,telephone and or web-based
response to and resolution of CUSTOMER- support limited to current available fixes will
encountered problems with the Software as be available on a commercially reasonable
reported to CONSULTANT by CUSTOMER, efforts basis at prevailing prices. If EOSL for
and maintenance and operation of the Host Software occurs within three (3) years of the
Computer System. Resolution of date services are first provided under this
CUSTOMER-encountered problems shall, at Application Hosting Agreement,
CONSULTANT's option, consist of (1) CONSULTANT shall refund an amount equal
maintenance provided through telephone or to the product of the license fees for the
electronic support as described on the Order Software for which support has ended
Form; (2) correction of any defect in the multiplied by a fraction the denominator of
Software program that materially and which is five (5) years and the numerator of
adversely affects the use of the Software as which is the remainder of five (5) years
described in GOVPARTNER's minus the period for which support life was
documentation or(3) delivery of bug fixes or provided.
workarounds limited to the current ar
immediate prior Software release. 3. CUSTOMER's Responsibilities.
CONSULTANT will support licensed
Software located on the Host Computer CUSTOMER is responsible for maintenance and
System. CONSULTANT will use installation of any common carrier equipment or
commercially reasonable efforts to respond communication Support related to the operation
to CUSTOMER calls according to the prioriky of the Software at the CUSTOMER's facilities
level of the call described in the Order Form. and not furnished by CONSULTANT.
CONSULTANT will resolve the CUSTOMER is also responsible for charges
CUSTOMER's call in a commercially incurred for communication facilities at
reasonable period. Support also includes the CUSTOMER's facilities, whether incurred by
use of upgrade Software releases, as CUSTOMER or by CONSULTANT Support
deemed appropriate by CONSULTANT, and representatives while performing Support on the
which will be provided to CUSTOMER Software. CONSULTANT is responsible for
without additional charge. Any rendering of performing Software back-ups in accordance
supplemental maintenance Support by with published documentation. CUSTOMER
CONSULTANT that is not provided for in the shall notify CONSULTANT of any Software
Order Form, including consulting, will be failure. Support calls must be placed to
performed at CONSULTANT's discretion CONSULTANT by a CONSULTANT trained
upon receipt of a Work Order or appropriate contact, as listed in the CUSTOMER Authorized
payment, and, if performed, will be charged Contact Information Form.
to CUSTOMER at current prices and terrr�s
then in effect. 4. Software Modification.
C. Support Limitations. Any Support is CONSULTANT and GOVPARTNER will not be
dependent upon the use by CUSTOMER of responsible to CUSTOMER for loss of use of the
unmodified Software (except as authorized Software or data or for any other liabilities arising
by CONSULTANT pursuant to a from alterations, additions, adjustments or repairs
Professional Services Agreement) operated Which are made to the Software by third parties
in accordance with CONSULTANT's other than authorized representatives of
documentation. Software Support CONSULTANT, or at the direction of
specifically excludes the following: ("1) CONSULTANT. CONSULTANT reserves the
Support to a version of Software other than right to terminate this Agreement upon written
the current or immediate prior release; (?_) notice to CUSTOMER if any such alteration,
efforts to restore a release of the Software addition, adjustment or repair adversely affects
beyond the current or immediate prior CONSULTANT's ability to render maintenance
release; (3) efforts to restore CUSTOMER Support to the Software.
data beyond the most recent back-up.
5. Term.
D. End of Support Life. CONSULTA�T
periodically announces the End of Support The initial term of this Application Hosting
Life (EOSL) for Software. CONSULTANT Agreement shall commence the date the Master
will notify the CUSTOMER signatory or Agreement is signed and shall continue until two
designee in writing or by electronic mail a �2� years after the date of successful
minimum of one hundred and eighty (180) implementation of the host portion of the
days prior to the Support discontinuance. Software, unless a different term is stated in
2 Form No.00032.00�
GPResellerHost3-14-03.doc
Exhibit A of the Master Agreement. Thereafter, GOVPARTNER shall obtain similar services from
unless CUSTOMER notifies CONSULTANT in another source, the terms of which agreement
writing at least sixty(60)days in advance of each with another source shall apply to CUSTOMER.
scheduled expiration date that CUSTOMEFZ
elects not to renew, this Application Hosting g. Control and Supervision
Agreement shall be eligible for a one (1) year
renewal for 3 consecutive years at the price CUSTOMER is solely responsible for any liability
indicated in Exhibit A of the Master Agreement.. arising out of or related to the web application.
Thereafter this Application Hosting Agreement CUSTOMER agrees to indemnify, defend, and
shall automatically renew for a period of one (1) hold harmless CONSULTANT and
year. Notwithstanding the precediny, GOVPARTNER and their employees and agents
CONSULTANT may terminate by giving at least from and against any and all liabilities, losses,
sixty (60) days written notice that CONSULTAN-f damages, costs, and expenses, including
cannot meet the requirements of Exhibit B, and reasonable attorneys' fees and experts' fees
CUSTOMER may terminate for convenience the associated with any claim or action against
service of any hosted application upon thirty days CONSULTANT and GOVPARTNER related to
written notice. Notwithstanding anything to the or arising out of the web site. This
contrary in this Section 5,this Application Hosting indemnification will survive termination of this
Agreement shall terminate immediately upon Application Hosting Agreement.
termination of the Software License Agreement.
9. Disclaimer of Warranty
6. Fees
THERE ARE NO WARRANTIES, EXPRESS OR
A. CUSTOMER agrees to pay those fees IMPLIED, INCLUDING ANY WARRANTY
specified in Exhibit A of the Master AGAINST INFRINGEMENT, WITH RESPECT
Agreement. TO THE SERVICES OR DELIVERABLES
FURNISHED UNDER THIS AGREEMENT.
B. CUSTOMER will be invoiced monthly. All CONSULTANT DISCLAIMS ANY IMPLIED
invoices are due and payable in full within WARRANTIES. CONSULTANT DOES NOT
thirty (30) days. Invoices not paid when due WARRANT THE RESULT OF ANY SERVICES
will have a 1.5 percent per month interest OR DELIVERABLES NOR THAT THE
charge or the highest lawful rate, whichevE;r SERVICES OR DELIVERABLES WILL MEET
is less, assessed against the unpaid balance CUSTOMER'S REQUIREMENTS.
from the date of the invoice until the date of
payment. CUSTOMER shall pay all costs
involved in collecting its overdue accounl:s
including reasonable attorneys'fees.
C. All charges and rates are exclusive of all
sales, use and like taxes. Such taxes are
the responsibility of the CUSTOMER and will
be billed to the CUSTOMER as a separai:e
line item on each invoice.
7. Credit Card Services
The attached CyberSource Managed Commerce
Provider Agreement (the "Credit Card
AgreemenY') for the purpose of facilitating credit
card processing by the CUSTOMER regarding
the use of the Software by CUSTOMER's web
users. CONSULTANT and GOVPARTNER grant
CUSTOMER the rights of a "Customer" as
provided within that Credit Card Agreement. This
grant of rights shall continue until the sooner of
the termination of the Credit Card Agreement ��r
the termination of this Web Site Hostirig
Agreement. In the event of termination of the
Credit Card Agreement, CONSULTANT and
3 Form No.00032.001
G PResel I erHost3-14-03.doc
Exhibit B
Bandwidth:
CUSTOMER will be provided with the bandwidth from a datacenter necessary for adequate responsiveness
for the following application(s):
CUSTOMER Software and Equipment:
Hardware
Any workstation connected to the Internet that is capable of supporting a W3.org compliant HTML
3.2 or 4.0 browser. Computers that are five years or older may process information so slowly and
may not produce satisfactory results.
Software
Any W3.org (World Wide Web Consortium) HTML 3.2 or 4.0 compliant browser for access by
public. CUSTOMER staff must use Microsoft Internet Explorer version 5 or later. In order to
maintain session state cookies must be enabled
CUSTOMER'S communications and network interoperability requirements:
Network Software Environment
Industry standard network software environment that utilizes TCP/IP networking protocol, LAN
connections to the Internet, and dial-up connections for public access. CUSTOMER Internet
access to hosted applications should provide for a dedicated, "always on", connection at 128kb/s
or higher data rate. Any CUSTOMER fir�ewall security device to be configured to permit two-way
communication between hosted applications at the data center and the CUSTOMER's server
running the database.
CONSULTANT Backup:
CONSULTANT shall perform a full back-up of CUSTOMER's data files on a weekly basis and an
incremental back-up all other working days of the week. An incremental back-up is back-up of all files that
have changed since the previous back-up. One copy of the back-up is retained for thirty days before it is
recycled. CONSULTANT will use reasonable efforts to restore CUSTOMER's files from available back-up
tapes during the PPM.
5 Form No.0001.003
G PResel IerHost 12-28-2004.doc
CUSTOMER Support Subscription Order Form
CUSTOMER: City of Ukiah
CUSTOMER CONTACT: Maya Simerson
CUSTOMER Phone: 707-463-6237
CUSTOMER Fax: 707-463-6740
CUSTOMER E-mail Address: mayaa@cityoufukiah.com
Address: 300 Seminary Avenue
City, State or Province, Zip Code or Postal Code: Ukiah, CA 95482
Description Response Time Means of
Contact
Support
Level 1: Severe problems rendering Response** within 4 Telephone, e-
software application substantially hours, without regard to mail,
inoperable PPM pager/mobile
phone
Level 2 : Problems significantly Response** within 8 Telephone, e-
affecting operability, but which do not hours mail
render application inoperable
Level 3 : Problems preventing application Response** within 24 Telephone, e-
from functioning as designed, but which hours mail
do not significantly affect operability
or render application substantially
inoperable
Level 4: Less critical problems for Will be considered and Telephone, e-
which an acceptable work around is addressed as part of mail, letter
developed normal product
enhancement cycle
**Response means begin
actively working on
solution
5 Form No.0001.003
GPResel I erHost 12-28-2004.doc
CUSTOMER Authorized Contact Information Form
Genex�al Information
CUSTOMER: City of Ukiah E-mail Address:mayaa@cityofukiah.com
Primasy Technical Contact: Maya Simerson Phone: 707-463-6237 Fax:707-463-6740
Address: 300 Seminary Ave City, State or Province:Ukiah
Zip Code or Postal Code: CA Country: USA
Authorized Contacts must be CONSULTANT trained for your installed product
configuration. Validation of training may be required by CONSULTANT. Only
the Trained Contacts listed below o:r as modified in writing by the CUSTOMER
will be eligible for telephone or web support. YOUR COMPLETE E-MAIL A.DDRESS
IS NECESSARY FOR THIS SUPPORT.
Trained Contact
Name: Sage Sangiacomo Title: CS Director
Phone Number: 707 .463 .6221 Fax Number: 707 .463 .6740
E-mail or Internet Pager Number:
Addr:sages@cityofukiah.com
Trained Contact
Name: Jake Burgess Title: Sports Coordinator
Plione Number: 707.463.6714 Fax Number:707 .463 .6740
E-mail or Internet Pager Number:
Addr:jakeb@cityofukiah.com
Trained ContaCt
Name: mayaa@cityofukiah.com Title:CS Supervisor
Phone Number:707 .463 .6237 Fax Number:707 .463.6740
E-mail or Internet Pager Number:
Addr:mayaa@cityofukiah.com
5 Form No.0001.003
GPResel IerH ost 12-28-2004.doc
!�ll,(-,� �?
�OV�`ARTNE�N
Empowering Your Process � � - '1
!' �_��� t_�:_� '�,� .__ � , ,�
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City of Ukiah
c/o Candace Horsley
300 Seminary Avenue
Ukiah, CA 95482
Dear Candace:
Thank you so much for providing GovPartner, and our business partner Bureau Veritas, an
opportunity to provide e-Government solutions to your city. We feel very confident that you will
be pleased with your choice.
Please find enclosed a signed copy of the contract.
If at any time you would like to contact me, good or bad, please do not hesitate to do so. We
are very committed to staying connected with our clients. My contact information is as follows:
Michael (Mike) G. Daniel
8710 Earhart Lane SW
PO Box 9009
Cedar Rapids, IA 52409-9009
Email: mdaniel@qovpartner.com
Phone:(888) 256-5777
Direct: (319) 841-4425
Cell: (319) 431-6760
Thanks again for your business. We very much appreciate it and look forward to a solid
relationship!
GovPartner.com
� ��
f/� ,.a�� �`�—�
By: Michael Daniel
Its: President
8170 Earhart Lane SW,PO Box 90�9•Cedar Rapids,Iowa 52409-9009•tel 888256.5777 •fax 319.841.4017