HomeMy WebLinkAbout2003 CON Govpartner - Software Hosting AgreementRequestPartner Application Hosting Agreement
For the City of National City, CA
This Application Hosting Agreement (the "Application Hosting Agreement") by and between GovPartner.com, a
Nevada corporation having its principal place of business at 11590 W. Bernardo Court, San Diego, California
92127-1624 ("GOVPARTNER") and City of National City with an address1243 National City Boulevard, National
City CA 91950 (the "CUSTOMER") is effective the4t1dav of November, 2003
1. Hosting Services
A. CUSTOMER is hereby licensed to use
GOVPARTNER Software pursuant to this
Application Hosting Agreement. GOVPARTNER
will install and operate the host portion of the
Software in GOVPARTNER's host computer
system (the "Host Computer System").
B. GOVPARTNER will provide equipment, software
and services for the operation and maintenance
and support of the Host Computer System and
the host portion of the Software.
GOVPARTNER may contract with third parties
for all or part of such equipment, software and
services. GOVPARTNER reserves the right to
change the configuration of the Host Computer
System and the host portion of the Software and
to change or delete such equipment or software
at any time.
C. CUSTOMER shall have access to and be
permitted to use the Software via Internet
facilities. The communications and network
interoperability requirements for Internet access
are as described in Exhibit B.
D. The Hosting Computer System shall be used by
CUSTOMER only for purposes relating to
CUSTOMER's own use of the Software.
CUSTOMER shall have no right to assign any of
its rights under this Application Hosting
Agreement. GOVPARTNER will not be
responsible for any delays resulting from
circumstances beyond its control.
E. GOVPARTNER assumes no responsibility that
the Software will be used properly.
2. Maintenance
A. Hours of Support Availability. Payment of the
application hosting fees entitles CUSTOMER to
Support during the Principal Period of
Maintenance ("PPM"). The PPM is a nine hour
continuous daily time period between the hours
of 8:00 AM and 5:00 PM, local time, Monday
through Friday, excluding holidays or such
holidays as observed locally by GOVPARTNER.
All Support subsequently added shall have the
same PPM. Support for severe problems, as
defined in the Order Form, will be available
outside the PPM.
B. Scope of Support. Support includes the
response to and resolution of CUSTOMER -
encountered problems with the Software as
reported to GOVPARTNER by CUSTOMER,
and maintenance and operation of the Host
Computer System. Resolution of CUSTOMER -
encountered problems shall, at
GOVPARTNER's option, consist of (1)
maintenance provided through telephone or
electronic support as described on the Order
Form; (2) correction of any defect in the
Software program that materially and adversely
affects the use of the Software as described in
GOVPARTNER's documentation or (3) delivery
of bug fixes or workarounds limited to the
current or immediate prior Software release.
GOVPARTNER will support licensed Software
located on the Host Computer System.
GOVPARTNER will use commercially
reasonable efforts to respond to CUSTOMER
calls according to the priority level of the call
described in the Order Form. GOVPARTNER
will resolve the CUSTOMER's call in a
commercially reasonable period. Support also
includes the use of upgrade Software releases,
as deemed appropriate by GOVPARTNER. Any
rendering of supplemental maintenance Support
by GOVPARTNER that is not provided for in the
Order Form, including consulting, will be
performed at GOVPARTNER's discretion upon
receipt of a Work Order or appropriate payment,
and, if performed, will be charged to
CUSTOMER at current prices and terms then in
effect.
C. Support Limitations. Any Support is
dependent upon the use by CUSTOMER of
unmodified Software (except as authorized by
GOVPARTNER pursuant to a Professional
Services Agreement) operated in accordance
with GOVPARTNER's documentation. Software
Support specifically excludes the following: (1)
Support to a version of Software other than the
current or immediate prior release; (2) efforts to
restore a release of the Software beyond the
current or immediate prior release; (3) efforts to
restore CUSTOMER data beyond the most
recent back-up.
1 Form No. 0003.002
Created on 10/8/2003 12:29 AM
D. End of Support Life. GOVPARTNER
periodically announces the End of Support Life
(EOSL) for Software. GOVPARTNER will notify
the CUSTOMER signatory or designee in writing
or by electronic mail a minimum of one hundred
and eighty (180) days prior to the Support
discontinuance. After the EOSL, telephone and
or web -based support limited to current available
fixes will be available on a commercially
reasonable efforts basis at prevailing prices.
3. CUSTOMER's Responsibilities.
CUSTOMER is responsible for maintenance and
installation of any common carrier equipment or
communication Support related to the operation of
the Software at the CUSTOMER's facilities and not
furnished by GOVPARTNER. CUSTOMER is also
responsible for charges incurred for communication
facilities at CUSTOMER's facilities, whether incurred
by CUSTOMER or by GOVPARTNER Support
representatives while performing Support on the
Software. GOVPARTNER is responsible for
performing Software back-ups in accordance with
published documentation. CUSTOMER shall notify
GOVPARTNER of any Software failure. Support
calls must be placed to GOVPARTNER by a
GOVPARTNER trained contact, as listed in the
CUSTOMER Authorized Contact Information Form.
Certain information and materials supplied by
GOVPARTNER with the Products such as, without
limitation, the Services, Deliverables, manuals,
diagrams, drawings, plans, flowcharts, software,
technical processes and formulae, source codes,
product designs, sales, costs and other unpublished
financial information, product and business plans,
usage rates, relationships, projects and data, are
GOVPARTNER confidential or proprietary trade
secrets and GOVPARTNER furnishes them solely to
assist CUSTOMER in the installation, operation and
use of the Products (the "Confidential Information").
CUSTOMER must not reproduce, copy or disclose
such information except as is reasonable and
necessary to properly use the Products.
CUSTOMER acknowledges and agrees that
GOVPARTNER shall suffer irreparable injury not
compensable by money damages and therefore shall
not have an adequate remedy at law in the event of
an unauthorized use of any of GOVPARTNER's
proprietary rights or an unauthorized use or
disclosure of any of GOVPARTNER's Confidential
Information in breach of the provisions of this
Agreement. Accordingly, both GOVPARTNER and
CUSTOMER shall be entitled to mutual injunctive
relief to prevent or curtail any such breach,
threatened or actual. The foregoing shall be in
addition and without prejudice to such rights that
GOVPARTNER may have at law or in equity.
4. Software Modification.
GOVPARTNER will not be responsible to
CUSTOMER for loss of use of the Software or data
or for any other liabilities arising from alterations,
additions, adjustments or repairs which are made to
the Software by third parties other than authorized
representatives of GOVPARTNER, or at the direction
of GOVPARTNER. GOVPARTNER reserves the
right to terminate this Agreement upon written notice
to CUSTOMER if any such alteration, addition,
adjustment or repair adversely affects
GOVPARTNER's ability to render maintenance
Support to the Software.
5. Term.
The initial term of this Application Hosting Agreement
shall commence the effective date and shall continue
until one year after the effective date. Thereafter,
unless CUSTOMER notifies GOVPARTNER in
writing at least 60 days in advance of each
scheduled expiration date that CUSTOMER elects
not to renew, this Application Hosting Agreement
shall automatically renew for a period of twelve
months, provided that either party may terminate by
giving at least 90 days written notice that
GOVPARTNER cannot meet the requirements of
Exhibit B.
6. Fees
A. CUSTOMER agrees to pay those fees specified
in Exhibit A.
B. CUSTOMER will be invoiced monthly. All
invoices are due and payable in full thirty (30)
days after receipt. Invoices not paid when due
will have a 1.5 percent per month administrative
charge or the highest lawful rate, whichever is
less, assessed against the unpaid balance from
the date of the invoice until the date of payment.
CUSTOMER shall pay all costs involved in
collecting its overdue accounts 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 separate line item
on each invoice.
7. Controls and Supervision
CUSTOMER is solely responsible for any liability
arising out of or related to the web application.
CUSTOMER agrees to indemnify, defend, and hold
harmless GOVPARTNER and its employees and
agents from and against any and all liabilities, losses,
damages, costs, and expenses, including reasonable
attomeys' fees and experts' fees associated with any
claim or action against GOVPARTNER related to or
arising out of the CUSTOMER's usage of and the
content CUSTOMER posts on GOVPARTNER's
system. This indemnification will survive termination
of this Application Hosting Agreement.
Form No. 0003.002
8. Disclaimer of Warranty without regard to the conflict of laws provisions
thereof.
GOVPARTNER will defend, indemnify, and hold
harmless CUSTOMER against any claim the
Software infringes the proprietary rights of
another, provided CUSTOMER notifies
GOVPARTNER immediately of any claim, and
provided CUSTOMER cooperates fully in
defense against the claim. THERE ARE NO
OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY WITH
RESPECT TO THE SERVICES OR
DELIVERABLES FURNISHED UNDER THIS
AGREEMENT. GOVPARTNER DISCLAIMS
ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. GOVPARTNER
DOES NOT WARRANT THE RESULT OF ANY
SERVICES OR DELIVERABLES NOR THAT
THE SERVICES OR DELIVERABLES WILL
MEET CUSTOMER'S REQUIREMENTS.
9. Assignment
CUSTOMER may not assign, voluntarily or by
operation of law, any of its rights or obligations
in this Agreement except with GOVPARTNER's
prior written consent. This Agreement will be
binding on and inure to the benefit of the parties
hereto and their respective successors and
permitted assigns.
10. 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.
11. Force Majeure
If any cause beyond GOVPARTNER's
reasonable control prevents GOVPARTNER
from performing under this Agreement by a
given date or time, GOVPARTNER's
performance will be automatically postponed.
12. Choice of Law
The laws of the State of California will govern
the construction and operation of this Agreement
13. Integration and Severability
This Application Hosting Agreement is the
complete agreement between the parties for
hosting. Nothing outside this document shall
affect the rights and responsibilities of the
parties regarding hosting, except for a
subsequent written agreement signed by both
parties. The invalidity of any provision of this
Agreement will not affect the validity and binding
effect of any other provision.
14. 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 to GOVPARTNER
must be sent to the attention of Jon A.
Rodriguez
15. Disputes
Any dispute regarding this Agreement shall be
resolved by the alternate dispute resolution
process stated in this Section 15. First, the
Manager of CUSTOMER and the President of
GOVPARTNER 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. If the parties are not able to agree upon a
mediator, the parties will request the Judicial
Arbitration and Mediation Service in San Diego,
California, select the mediator. If mediation
does not resolve the dispute, the parties agree
to submit the dispute to binding arbitration with
an arbitrator mutually selected by them. If the
parties are not able to agree upon an arbitrator,
the parties will refer the dispute for arbitration to
the Judicial Arbitration and Mediation Service in
San Diego, California, which shall select the
arbitrator. Each party will bear is own costs of
mediation and arbitration, except the fees for the
arbitrator shall be split equally.
Form No. 0003.002
BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND
CONDITIONS ON THE PREVIOUS AND FOLLOWING PAGES IN ADDITION TO ANY AGREEMENTS LISTED ABOVE
WHICH ARE INITIALED BY CUSTOMER AND AGREES TO BE LEGALLY BOUND BY THEM.
CUSTOMER, BY ITS SIGNATURE, ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS CERTAIN LIMITATIONS
OF LIABILITY AND CERTAIN WARRANTY DISCLAIMERS.
GOVPARTNER.COM
CITY OF NATIONAL CITY
By Jon Rodriquez By Park Morse
(Type or print name) (Type or print name)
Date November f , 2003
Title Acting City Manager
Date November 3, 2003
Form No. 0003.002
Exhibit A
City of National City RequestPartner Fee Table
Implementation Fees
❑x Set up and training per RequestPartner Implementation Specifications (Exhibit D) $10,000
Less grant from Berryman & Henigar ($10,000)
Net implementation fee $ - 0 -
Hosting, License, Maintenance, Support and Enhacements: "Hosting Fees"
❑O Annual hosting fee $9,000
Payable within 30 days of signed contract
Please note that this is a recurring cost of $9,000 per year ($750 / mo)
Form No. 0003.002
Exhibit B
Bandwidth:
CUSTOMER will be provided with the bandwidth necessary for adequate responsiveness for the following application(s):
CUSTOMER Equipment: Standard Internet Browser
CUSTOMER'S communications and network interoperability requirements: Dedicated Internet Connection
GOVPARTNER Backup:
GOVPARTNER shall perform 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. GOVPARTNER will use reasonable efforts to restore
CUSTOMER'S files from available back-up tapes during the PPM.
Form No. 0003.002
Exhibit C
GOVPARTNER
CUSTOMER Support Subscription Order Form
CUSTOMER: The City of National City
CUSTOMER Contact: Phone:
E-mail Address:
Fax:
Address:
City, State or Province:
Zip Code or Postal Code:
Country:
Description
Support*
Level 1: Severe problems rendering
software application substantially
inoperable
Level 2: Problems significantly
affecting operability, but which do not
render application inoperable
Level 3: Problems preventing application
from functioning as designed, but which
do not significantly affect operability
or render application substantially
inoperable
Level 4: Less critical problems for
which an acceptable work around is
developed
*Support shall include (1)
diagnostic/troubleshooting at
GOVPARTNER's facilities of hosted
Software, Host Computer Systems, and
Internet connectivity; (2) establishment
of a FAQ and interactive site for
customers; (3) establishment of a users
group; and (4) updated documentation
provided in online format. Training and
custom report development and system
modification and data loading shall be
available at an additional fee.
Response Time
Response** within 4
hours
Response** within 8
hours
Response**
hours
Means of
Contact
Telephone,
e-mail,
pager/mobile
phone
Telephone,
e-mail
within 24 Telephone,
e-mail
Will be considered and
addressed as part of
normal product
enhancement cycle
**Response means begin
actively working on
solution
Telephone,
e-mail,
letter
Form No. 0003.002
GP. Host.SHORT.10-22-01.doc
Exhibit C
GOVPARTNER
CUSTOMER Authorized Contact Information Form
General
Information
CUSTOMER: The City of National City
E-mail Address:
Primary Technical Contact:
Phone:
Fax:
Address:
City, State or
Province:
Zip Code or Postal Code:
Country:
Authorized Contacts must be GOVPARTNER trained for your installed product
configuration. Validation of training may be required by GOVPARTNER. Only
the Trained Contacts listed below or as modified in writing by the CUSTOMER
will be eligible for telephone or web support. YOUR COMPLETE E-MAIL ADDRESS
IS NECESSARY FOR THIS SUPPORT.
Trained Contact
Name:
Title:
Phone
Number:
Fax Number:
E-mail
or Internet Addr:
Pager Number:
Training Contact
Name:
Title:
Phone
Number:
Fax Number:
E-mail
of Internet Addr:
Pager Number:
Training Contact
Name:
Title:
Phone
Number:
Fax Number:
E-mail
or Internet Addr:
Pager Number:
Form No. 0003.002
GP. Host.SHORT.10-22-01.doc
Exhibit D
RequestPartner Implementation Specifications
RequestPartner license and implementation package includes up to four days onsite to complete
the following meetings/training during separate site visits throughout the implementation period
(unlimited WebEx training / support is provided):
Kickoff Meeting
Determine City key participants and decide level of access for users. Solidify schedule and key milestone
deadlines. Introduce system to City members and solicit input on ways to make system work well with
City processes. Deliver Government Best Practices Key ideas for discussion as a basis to developing
City standards and policies.
Administrator Scoping Meeting
Identify all database users/level of responsibility (Administrator, Department User, or Request Form
Administrator) and create user profiles
Request Form Scoping Meeting
Introduce Request Form creation aspect to Request Form administrators. Give them copies of Request
Forms from other Cities and begin to brainstorm on planning for City Request Forms.
Request Form training with Request Form Administrators
One on one with each Request Form administrator to finalize planning and teach how to create Request
Forms.
Individual System Administrator training
One on one to show how to set up user profiles and to develop a user role plan. Interview system
administrator and other suggested staff members to determine ways to make the system work best with
City procedures.
Classroom Training
Train all City users (groups of five to ten at a time has worked best) on how to accept requests and
process them through the system.
Request Form Administrator Training
Teach Request Form Administrators how to manage their Request Forms and workflow. Work with
outside vendors to develop e-mail requests for service. One on one support as needed.
Final sign off of system
System test with Administrator to ensure that system works within agreed parameters prior to final sign
off. One on one support as needed.
Please note that should the City require or request additional site visits, these will be billed as
additional time/material at the discretion of your e-Government Client Manager.
Form No. 0003.002
GP. Host.SHORT.10-22-01.doc
Features of RequestPartner Implementation:
• Hosting of database on a secure server.
• Creation of one customized report, based on data within the existing system, in addition to the
existing system reports.
• Inclusion of 90+ Request Forms in initial system set up. Creation of two customized Request
Forms — teach your users to create unlimited number of forms. (Template forms will be provided
of all existing request forms for the City to customize as needed or delete if not needed) •
• Free consultant phone support on all items including user training for the first 6 months.
• Technical phone support on maintenance and systems upkeep for the life of the hosted contract.
• Training and support after system upgrades to explain any new features introduced by a new
system version.
• 1 copy of the system users manual. 1 copy of the system administrator's manual.
• Changing system colors and adding logo to create a seamless appearance with City website.
Additional custom items GovPartner can provide include*:
• Linking RequestPartnerwith an IVR solution.
• Linking RequestPartnerwith a City parcel database to track resident utilization of system.
• Drafting phone and voice mail scripts for use by the City to help promote RequestPartner system
to citizens.
• System customizations to augment City processes
• Creation of additional Request Forms including needs analysis and metrics to determine Request
Form efficacy.
• Drafting e-mail response text for communication with local citizens.
• Presentations at City Council and Community Resource meetings.
• Public Outreach Campaigns to help market RequestPartner to the public.
• Import of request history into the system.
• Adding/Changing graphic elements on RequestPartner system.
* Custom items to be billed separately at a time and materials cost including cost of travel and lodging.
Form No. 0003.002
GP. Host. S HORT.10-22-01.doc