HomeMy WebLinkAbout4934Contract Number:
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4934
EADOC
UV Treatment Facility Project Management - Software
Engineering
LEG 12-1
3/15/2010
3/14/2009
1/1/2011
Comments:
EADOC-LLC SERVECES AGREEMENT
This a�r�em�nt ("A�reement") +s entered 'snta fD �'ie �fF�iVc aS O# ` ���-- �- � —r 2Gp9 ("�ff�tive
Date"}, by and betvireen �_ �?(°Custorne�'j, with its principal plece of
� t 8 �.Vh�.V"��
business tocated at -- -- __�--- and EA�QC LLC "EAD!OC" or °Service
�'�"'S�(��, 5�: �3�'�mer�i l�� `�$ �` t
Provide�'), witb its principai place afbusine5s located at 436 '14� Street, Suite 15�, Oakiand, CA 946'!2.
4. The Senr'tces,
1.1. Servfces. Customet requires Ftos#ed Construction Management Sof#ware Setvices (the
"Services,° as further described herein) with respect to certain information technology needs.
Customer received and has approved a Customer Proposal (the °Proposai") containing es#imated
Project psrarne#ers from EADOC, dat�d � 1 , 2049 attached hereto and
incarpnrated by re#ere�ce,
1,.2. Purpose. 1"his Agr�emeint.sets fo�h fhe terms and conditions under vyhich EADOC agrees to
license ce�tain hosted Senrices ar�d provide all ather s�rvices including data impor� J�xport,
monitoring, support; backup and` recov�ry, change man,agement, technology upgrades, and
training necessary #of Customer`s productive use of the Services, as further set fortl� in a Service
�evet Agreement in the farm of the Exfiibit A�ttached hereto and incorporated by re#erence
(altematively auaitabl.e at http:lteadbcsoftware.com/sla.fitml}.
1.3. Licerts�. EADOC hereby grants Cus#orrier a non-exclusive, non-transferabie, wor�dwide righ# fo
use the Services, splely fo� Customer's owrt intemal business purpa'ses, subject to #he terms and
conditions of tliisAgreement. A!I rights not expre"ssly granted to Ct�stomer'are reserved by
EADOC and its I'icensors.
1.�t. Authorized Users. Unless otherwise limited on a Service Level Agresment, Customer and any of
ifs clients, ctients contractors, employees, agents, contractors, or supp(iers of services that have a
need to use the Services fior the beriefif of Customer shall have the right fo opera#e and use t#ie
same. Customer is i for management of ail Customer informetion duririg the Term of
S�ryices, including control of all Customer passwords and usernames.
1.5. Restrictions. While EA�t�C may grant an unlimited amount of llsers, Customer shall nat {ij
license, subllcense setl, r.esefl, transfer, assign, distribute or otherwise commerciaily expioit�or
m�ke availabEe to any third p�rty the� Service in any way; (ii} modifjr or make derivative worics
based upon the Serv'ice orthe Conten#; (iii) create Intemet "links" to the Service or "frame"' or
"mirror" any Conten# on.any other server or wi�eless or intemet-based device.
1.6. Controi of 5ervtces and Customer Activity. The method and means of providing #he�Services
shall be unde� the exclusive confrol, man�gement, and supervision of EADOC, giving due
considera#ian to the r�quests of Customer: However, Custvmer is responsibte for all activity
occurring during the Term of the 8eroi�e"s and shall abide by all appticable l�cal, sfate, national
and foreign laws �nd� regufatians in Connection with use of the Service. Cuskomer agrees to keep
Password secure and not to disclose it to unauthorized users,
1.7. Backup and R�cbvery of Customer Da#s, As a part of the Services, �AD4C is responsible for
main#aining a bacRup of Customer Data, for an ordsrly and #imely recovery of such data it� #�e
event that the 5entices may be in#errupted. Unless. oYherwi"se described in a Senrice Level
Agreement, EADCJC. shall mai��ain a contemporaneous backup, of CustQmer Data in triplicafe,
including an off-site facitity that can be recovered wfthin 45 minutes at any poin� in #ime. The data
wiil be �vailable for 3(1 days'foJlowing termination of fhe canfract. Tha customer wiU receive ali
data on either a c{ient suppiied F'T'P site or DVD within 30 days of #emiination of the contract.
1.8. Change Control Procedure. Customer may, upon written notice, request increases or
decreases to the scope of the Services under an Exhibit A. If Customer requests an increase in
the scope, Customer shall notify EADOC, and, not more than five (5) business days (or other
mutually agreed upon period} after receiving fhe request, EADOC shall notify Customer whether
or not the change has an associated cost impact. If Customer approves, Customer shall issue a
change control, which will be executed by EADOC. Customer shall have the right to decrease
the scope and the fee will be reduced accordingly.
2. Term and Termination.
2.1 Term. This Agreement shall commence on the Effective Date and continue for the duration of the
Project ("Project Duration") as estimated by the Proposal. (see Section 2.2 below). Certain
Sections of this Agreement shall survive the termination of this Agreement (where noted). This
Agreement may be terminated earlier in accordance with the terms set forth in this Section or until such
time as Customer provides EADOC with written notice of termination; provided, however, that
such notice be given no fewer than thirty (30) calendar days prior to the last day of the
then-current Subscription Plan (see Section 4.1 below).
2.2 Proposal. A Proposal contains estimated Project parameters provided by EADOC to Customer.
An approved Proposal is valid for a construction start date of +/- 3months from the estimated start
date listed. If the Project is delayed more than 3 months or canceled, the Proposal is void unless
EADOC extends the Term in writing. A Proposal is valid for 90 days from date of issue.
2.3 Termination for Cause. If either party materially breaches any of its duties or obligations
hereunder, including succzssive failure of EADOC to meet a Service Level, and such breach is
not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party's
sole satisfaction, within thirty (30) calendar days after written notice of the breach, then the
non-breaching party may terminate this Agreement or a Service Level Agreement for cause as of
a date specified in such notice.
2.4 The customer may terminate the contract for reasons of convenience at anytime. Two weeks
written notice is required for termination. The subscription fee (pro rates) shall be returned to the
customer. ,
2.5 Payments upon Termination. Upon the expiration or termination of this Agreement for any
reason, Customer shall pay to EADOC all undisputed amounts due and payable hereunder.
2.6 Return of Materials. Upon expiration or earlier termination of this Agreement, each party shall:
(a) promptly return to the other party, or certify the destruction of any of the following of the other
party held in connection with the perFormance of this Agreement or the Services: (i)' all
Confidential Information; and, (ii) any other data, programs, and materials; and, (b) retum to the
other party, or permit the other party to remove, any properties of the other party then situated on
such party's premises. In the case of Customer Data, EADOC shall, immediately upon
termination of this Agreement, shall provide Customer with a final export of the Customer Data
and shall certify the destruction of any Customer Data within the possession of EADOC. The
parties agree to work in good faith to execute the foregoing in a timely and efficient manner.
2.7 The provisions of this Section shall survive the termination of this Agreement.
3. Services Levels.
3.1 Service Levels Reviews. EADOC and Customer will meet as often as shall be reasonably
requested by Customer, but no more than monthly, to review the performance of EADOC as it
relates to the Service Levels further described in Exhibit A.
3.2 Failure to Meet Service Levels. As further described in Exhibit A, in the event EADOC does not
meet any of the requisite Service Levels, EADOC shall: (a) reduce the applicable monthly invoice
to Customer by the amount of the applicable Performance Credits as a credit, and not as
iiquidated damages; and, (b) use its best efforts to ensure 4hat any unmet Service Level is
subsequently met. Notwithstanding the foregoing, EADOC will use commercially reasonable
efforts to minimize the impact or duration of any outage, interruption, or degradation of Service
3.3 Escrow Agreement. Parties may agree to place in escrow with an escrow agent copies of the
most current version of the source code for the applicable software that is included as a part of
the Services, including all updates, improvements, and enhancements thereof from time to time
developed by EADOC (the "Soffinrare") necessary to internally support (i.e., maintain and / or
repair) the Software for the benefit of Customer. EADOC agrees that upon the occurrence of any
event or circumstance which demonstrates with reasonable certainty the inability or unwillingness
of EADOC to fulfill its obligations to Customer under this Agreement or a Service Level
Agreement, Customer shall be able to obtain the source code of the then-current Software from
the escrow agent. All costs associated with procuring and maintaining an Escrow Agent,
including all Escrow services hereunder shall be borne by the Customer.
3.4 The provisions of this Section shall survive the termination of this Agreement.
4. Fees and Expenses. Any sum due EADOC for Services performed, including setup and training
shall be due and payable within 30 business days ("Pay Period") after receipt thereof by the
Customer of an accurate invoice from EADOC.
4.1 Billing and Subscription Plans. Unless otherwise provided for under a Service Level
Agreement, attached,hereto as Exhibit A, EADOC shall bill to Customer the sums due pursuant to
the following Subscription Plans:
4.1.1 Monthly Subscription Plan Monthly subscription billing starts upon completion of the
project setup. The monthly subscription continues until the Customer notifies EADOC to
close the project. If the project duration is extended beyond the initial term the Customer
will continue to pay the contracted monthly rate
4.1.2 Yearly Subscraption Plan Yearly subscription payments are due upon completion of the
application setup session. If the duration of the project is extended beyond the original
duration the customer will continue to make annual payments. Once the project is �
completed the customer will be refunded any overpayment based on a monthly proration of
the annual fee.
4.1.3 Lump Sum Payment Plan Lump Sum payments are due upon completion of the
application setup session. Project duration does not effect the lump sum price.
4.2 Late Fees. In the event of non-payment within the Pay Period, 2% of the total amount due will be
added to the balance for every Pay Period. Failure to remit payment for two consecutive Pay
Periods (60 business days) will be considered a material breach by Customer and EADOC
reserves the right to terminate the agreement and immediately seek remedies. Unless the
customer has disputed one bill in writing.
4.3 Price Adjustments. Service pricing is based upon engineePs estimate for the Project and
estimated Project Duration. If the actual cost of the Customer's construction is 10% higher than
the original estimate, EADOC reserves the right to adjust the monthly Subscription price.
4.4 Taxes. EADOC represents and warrants that it is an independent contractor for purposes of
federal, state, and local employment taxes. EADOC agrees that Customer is not responsible to
collect or withhold any such taxes, including income tax withholding and social security
contributions, for EADOC. Any and all taxes, interest or penalties, including any federal, state, or
local withholding or employment taxes, imposed, assessed, or levied as a result of this
Agreement shall be paid or withheld by EADOC.
5. Representa4ions anei VVarranties.
5.1 Mutual Representations and Warranties. Customer and EADOC represent and warrant that: it
has all requisite legal power, financial capacity, and authority to execute, deliver, and perform its
obligations under this Agreement. Parties Agree that this Agreement, when executed and
delivered, shall be a valid and binding obligation of it enforceable in accordance with its terms.
5.2 Service Provider Representations and Warranties. EADOC knows the particular purpose for
which the Services are required and such Services to be performed under this Agreement shall
be performed in a competent and professional manner and in accordance with the highest
professional standards. EADOC acknowledges that Customer is relying' on EADOC's
representation of its experience and expertise, and that any substantial misrepresentation may
result in damage to Customer. The Services will achieve in all material respects the functionality
described in a Service Level Agreement and the documentation of EADOC, and that such
functionality shall be maintained during the Term.
6. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be
exposed to or acquire communication or data of the other party that is confidential, privileged
communication not intended to be disclosed to third parties. All Confidential Information shall be held
in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose
such Confidential Information to third parties other than employees, agents, or subcontractors of a
party who have a need to know in connection with this Agreement or to use such Confidential
Information for any purposes whatsoever other than the perFormance of this Agreement or as
required by law. The parties agree to advise and require their respective employees, agents, and
subcontractors of their obligations to keep such information confidential.
6.1 iUleaning of Confidential Information. For the purposes of this Agreement, the term
"Confidential Information" shall mean all information and documentation of a party that: (a) has
been marked "confidential" or with words of similar meaning, at the time of disclosure by such
entity; (b) if disclosed orally or not marked "confidential" or with words of similar meaning, was
subsequently summarized in writing by the disclosing entity and marked "confidential" or with
words of similar meaning; (c) with respect to information and documentation of Customer,
whether marked "Confidential" or not, consists of Customer information and documentation
included within any of the following categories: (i) policyholder, payroll account, agent, customer,
supplier, or contractor lists; (ii) policyholder, payroll account, agent, customer, supplier, or
contractor information; (iii) information regarding business plans (strategic and tactical) and
operations (including performance); (iv) information regarding administrative, financial, or
marketing activities; (v) pricing information; (vi) personnel information; (vii) products and/or and
services offerings (including specifications and designs); or, (viii) processes (e.g., technical,
logistical, and engineering); or, (d) any Confidential Information derived from information of a
party. The term "Confidential Information" does not include any information or documentation
that was: (a) already in the possession of the receiving entity without an obligation of
confidentiality; (b) developed independently by the receiving entity, as demonstrated by the
receiving entity, without violating the disclosing entity's proprietary rights; (c) obtained from a
source other than the disclosing entity without an obligation of confidentiality; or, (d) publicly
available when received, or thereafter became publicly available (other than through any
unauthorized disclosure by, through or on behalf of, the receiving entity).
6.2 The provisions of this Section shall survive the termination of this Agreement.
7. Proprietary Rights.
7.1 Pre-existing Materials. Customer acknowledges that, in the course of performing the Services,
EADOC may use software and related processes, instructions, methods, and techniques that
have been previously developed by EADOC {collectively, the "Pre-existing Materials°) and that
same shaii remain the sole and exclusive property of EADOC.
7.2 Data of Customer. Customer's information, or any derivatives thereof, contained in any EADOC
repository (the "Customer Data," which shall also be known and treated by EADOC as
Confidential Information) shall be and remain the sole and exclusive property of Customer.
Customer shall be entitled to an export of Customer Data, without charge, upon the request of
Customer and upon termination of this Agreement. EADOC is provided a license to Customer
Data hereunder for the sole and exclusive purpose of providing the Services, including a license
to store, record, transmit, maintain, and display Customer Data only to the extent necessary in
the provisioning of the Services.
7,3 Privacy. EADOC's privacy and security policies may be viewed at
http://www.eadocsoftware.com/privacy�olicy.html. EADOC reserves the right to modify its
privacy and security policies in its reasonab)e discretion from time to time. Customers may opt-
out of receiving e-mails from third parties outside of EADOC by de-selecting the check box on the
enrollment page.
7.4 No License. Except as express►y set forth herein, no license is granted by either party to the
other with respect the Confidential Information, Pre-existing Materials, or Customer Data.
Nothing in this Agreement shall be construed to grant to either party any ownership or other
interest, in the Confidentia! Information, Pre-existing Materials, or Customer Data, except as may
be provided under a license specifically applicable to such Confidential Information, Pre-existing
Materials, or Customer Data, except as may be required by law.
7.5 The provisions of this Section shall survive the termination of this Agreement.
8. Marketing. Notwithstanding the Non-Disclosure Agreement between the parties referred to in
Section(s) 6 and 7, Customer agrees that EADOC LLC may refer to Customer and may briefly
describe Customer's business on in any of its marketing and advertising materials, including, but not
limited to, the EADOC website and promotional materials related to Tradeshows and Conferences.
Customer hereby grants EADOC LLC a limited license to use any Customer trade names and
trademarks for this purpose.
9. Insurance. EADOC shall, at its own cost and expense, procure and maintain in full force and effect
during the term of this Agreement, poJicies of insurance, of the types and in the minimum amounts
stated herein, with responsible insurance carriers duly qualified in those states (locations) where the
Services are to be performed, covering the operations of EADOC, pursuant to this Agreement.
TYPE OF INSURANCE LIMITS OF LIABILITY (Minimum Amounts)
Professional Errors and Omissions Insurance $1,000,000 per occurrence, $1,000,000 aggregate
10. Mutual Indemnity. EADOC agrees to indemnify, defend, and hold Customer, its officers, directors,
agents, and employees (each, an "Indemnitee" and collectively, the "Indemnitees") harmless from and
against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments
(collectively "Claims"), including reasonable attomeys' fees, costs, and expenses incidental thereto,
which may be suffered by, accrued against, charged to, or recoverable from any Customer
lndemnitee, by reason of any Claim arising out of or relating to any act, error or omission, or
misconduct of EADOC, its officers, directors, agents, employees, and subcontractors, during the
perFormance of this Agreement, including, without limitation, Claims arising out of or relating to: (a)
bodily injury (including death) or damage to tangible personal or real property; (b) violation of any law
or regulation; (c) Viruses; or, (d) breaches of any representations made under this Agreement;
provided, however, that the foregoing indemnity shall not apply to the extent that the applicabie
Claim resulted from the acts or omissions of Customer, its officers, directors, agents, or employees.
Customer agrees to defend, indemnify and hold harmless EADOC, its o�cers, directors, employees,
agents and partners, from and against any and all ciaims, damages, obligations, losses, liabilities,
costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i)
Customer's use of and access to the Services (ii) Customer's violation of any term of this Agreement;
(iii) Customer's violation of any third party right, including without limitation any copyright, property, or
privacy right; or (iv) any claim that Customer's use of Service caused damage to a third party. The
provisions of this Section shall survive the termination of this Agreement.
11. Access and Maintenance. EADOC provides Customer access to the Services 24 hours a day, 365
days a year, except during scheduled maintenance periods. Customer will be notified 72 hours in
advance of scheduled maintenance. All scheduled maintenance occurs on weekends to minimize the
impacts to the Customer (see Service Level Agreement, attached as Exhibit A).
12. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN,
NEITHER PARTY SHALL BE LIABLE FOR ANY INDtRECT, SPECIAL, AND/OR CONSEQUENTIAL
DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED,
HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH
RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILFULL
MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT
DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO
PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A
PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE,
TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT
SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT, AND
PROVIDED, FURTHER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO: (A) A
PARTY'S OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS
AGREEMENT; (B) DAMAGES CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILFULL
MISCONDUCT; OR, (C) A PARTY'S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS
FURTHER DESCRIBED IN THIS AGREEMENT. This Section shall survive the termination of this
Agreement.
13. Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT
PERMISSIBLE PURSUANT TO APPLICABLE LAW, EADOC DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE
DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS ON THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT OR MAKE
ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY
CONTENT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
CUSTOMER FURTHER AGREES THAT EADOC IS NOT RESPONSIBLE FOR ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, DUE TO
ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR AILMENTS, WHICH MAY BE
TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY.
14. General.
14.1. Relationship between Customer and EADOC. EADOC represents and warrants that it is an
independent contractor with no authority to contract for Customer or in any way to bind or to
commit Customer to any agreement of any kind or to assume any liabilities of any nature in the
name of or on behalf of Customer. Under no circumstances shall EADOC, or any of its staff, if
any, hold itself out as or be considered an agent employee, joint venture, or partner of
Customer. In recognition of EADOC's status as independent contractor, Customer shall carry
no Workers' Compensation insurance or any health or accident insurance to cover EADOC or
EADOG's agents or staff, if any, Cusfomer shall not pay any contnbutians to Sociai Security,
unemployment inslirance, fed�ral or state vv�thhalding taxes, any ather applicabie taxes
wt�et�ter federal, stafe, vr ic�cai, n+�r provide any other contributions or benenfs which mighf-be
expected�in an employer-employee "relationship. Neither EAD�C hor its staff, if an�, shaq-be
eligible for, pa'rticipate ir�, or accrue any direct or indirect benef�t under any other compensafion,
benefd, or pension plan of Cus#omer.
�4.2. Ghoice of t.aw. This Agreement shaq be govemed by.and.construed in accord�nce with the
laws of tt�e stafe of Washington, wi#fiout regard to rts cdnflict of laws rules.
1�s.3. Venue. All suits permitted to be brought in any court shali be venued in Kitsap CouMy, Sfate of
vVashingtan. ��,�eS�ilvea.bl'� ���'d' j�%�fl�
14.4. Arbltration.. Any dispute, ctaim or �ontroversy arising ou# of or re{a#ing to #his Agr.eement or
the breach, terininatian� eriforcemer�t, interpretatior� or validity thereof, including the
��` deterrrsiriaticin of �he sc{ope or �pplicabiliry of this agreement to arbitrate, shall be deterrriined by
;�� \� � arbi#ration i
_� _____�af�+aa�,-CA,.before one arbitra#or. At tlie option of ttis�first to commence an
��, arb+tratian, t#�e arbitratian shall be administered either by JAMS pu�'sUant,to its Sireamlined
�j Art�itration Rules and pracedures or by an aftemate prvvider as,agreed upon by the parties.
/!��� 3udgment on the Award may be entered in any court having luris�iic#ion: This clause shalt ttot
(/ preclude parties-from seeking provisiona[ remedies:in aiii of arbi�Tation from a cQUrt of
'�� j�,��C� appropria#e�ju�isaictian, The arbitrator may, in tl�e,qwatd, allocate,ati or paft of the costs of�the
J� arbitratiori,_irrcluding #he fees of the arbitrator and the teasoriable attzimejrs' fees of #tie
prevaiGng Party-
i4.5. At#orney's Fees. In,the event of litigation relating to the subject ►'natter of this Agreement,. the
prevailing party sfia11 be entitled to recover al1 reasanable at#omey fees and eosts resultirrg
#herefrorr►.
14.6. No#ice. All notices, requests, instructions, consents and other cdtnmunications to be-given
pursuant fo #his Agreement shaU, be in writing and s#iall be deeri�ed. received {i) b� the same
day if delivered in person„ by same-day courier or by,#elegraph, telex, facsimile or em�il,
transmission (ii) on the next day if delivered by ovemight mail oF caUrier or {'iii} on.ihe day
indicaked on the retum receip# or i� #here is no such receipt, on.the third ca{endar day
(excluding Sc�ndays) if delivered by certified or registered mail, postage prepaid, to the party for
whom'intended ta the following addresses:
If ta
Customer:
if ta EAQUC:
Name:
Address�
Phone:
Email:
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14.7. Assignment of Agreement Neither this Agreement, nor any right, interest, duty nor
obligation hereunder may be assigned, transferred or delegated by Customer. However, this
Agreement may be assigned without your consent by EADOC to (i) a parent or subsidiary, (ii)
an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of
this section shall be void.
14.8. Counterparts; F�csimile, Email, Electronic Signatures. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. The Parties agree that a facsimile or
electronic signature may substitute for and have the same legal effect as the original
signature.
14.9 Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement
between the parties and supersede any and all previous representations, understandings, or
agreements between Customer and EADOC as to the subject matter hereof. This Agreement
may only be amended by an instrument in writing signed by the parties.
Executed on the dates set forth below by the undersigned authorized representatives of the parties to be
effective as of the Effective Date.
CUSTOME stomer")
Signed: .-��'�
Name: phil Williams
Title:
Director of PW�U
EADOC ("Service Provider")
Signed:
Name: Eric Law
Title:
Date: Date:
�cember 14, �OOq
0
CEO
Exhibit A
EADOC LLC SERVICE LEVEL AGREEiUiENT
This Service Level Agreement (the "SLA") sets forth the standards that wili apply to hosted Construction
Management Software Services (the "Services"). This Agreement shall be incorporated in and governed
by the terms of the EADOC LL.0 SERVICES AGREEMEPIT (the "Agreement") by and between
CUSTOMER ("Customer") and EADOC LLC ("EADOC" or "Service Provider"). Unless expressly provided
for in this SLA, in the event of a conflict between the provisions contained in the Agreement and those
contained in this SLA, the provisions contained in the Agreement shall prevail.
1. System Availability. EADOC guarantees the Services will be available with 99.99% uptime,
excluding scheduled maintenance. Customer will be notified seventy-two (72) hours in advance of
scheduled maintenance. Unscheduled downtime shall not exceed 52.56 minutes per year.
2. System Response Time. EADOC will measure latency, packet loss, jitter and network availability
with active monitoring systems that gather performance statistics on a regular basis using Internet
Protocol ("IP") based round trip measurements. This information is used to ensure the EADOC
application is accessible and perForms at the optimum performance for our clients. Due to the
unknown performance of the clients Internet Service Provider ("ISP"), EADOC can not guarantee
system response time for each individual client.
3. Support Resolution Time.
Level 1 System is impaired and users cannot access EADOC Services due to EADOC
issue:
A. Issue will be identified and resolved within one (1) hour.
Level 2 Users can access EADOC Services, but a piece of functionality is not performing:
A. If issue relates to data integrity a resolution will be developed and released in two
(2) hours.
B. If issue relates to reports, navigation, or other general usability; a resolution will
be developed and deployed within twenty-four (24) hours.
Customization request: EADOC will make the Customer's requested configuration
Level 3 changes within seventy-two (72) hours of receiving the request and all supporting
documentation.
Enhancement request: EADOC will review the requirements with the client within
Level 4 five (5) days. Upon completing the review, the enhancement will be assigned to a
release within two (2) weeks that is scheduled for release within six (6) months.
4. Customer Notification and Credits. At the time Customer believes that a Service impacting
condition has occurred, Customer must initiate a trouble ticket by contacting EADOC support in
accordance with the method of contact set forth below (see Section 4.1 below). Once a ticket has
been opened, EADOC will notify Customer of the situation and initiate diagnostic testing and fault
isolation activities to determine the nature of the service condition. A Credit (see Section 4.2 below)
will be applied to Customer's first invoice subsequent to EADOC's determination that a service
impacting condition that lies within the scope of coverage has occurred.
4.1. Notification Procedure.
If Customer can access the EADOC application:
If Customer unable to access the application:
File a support request through the support
module in the EADOC application
email: support@eadocsoftware.com
If Customer unabte to access the application and
email:
4.2. Credits.
call: 877-305-3844
Level 1 One (1) day credit for each one (1) hour the Service is down.
Level 2A One (1) day credit for each one (1) hour past the finro (2) hour response time
Level 26 One (1) day credit for each one (1) day delay after the first twenty-four (24) hours
Level 3 No credit.
Level 4 No credit
5. EADOC Notifications.
5.1. Scheduled Maintenance. To maintain the performance of EADOC Services and be able to respond
to changes in technology and security risks, EADOC must occasionally take the EADOC
application off line to perform maintenance. These outages will only occur during the scheduled
maintenance windows defined below:
Maintenance Windows: Friday 11 pm PST — Sunday 11:59pm PST
Notification: Customers will be notified seventy-two (72) hours in advance of
these scheduled shut downs.
Duration: Outages will never exceed twelve (12) hours.
6. Customer Data. At anytime the Customer can schedule a download of all their Project Data ("Data")
from the EADOC servers. Customer Data will be converted into .pdf documents, customer files will
be returned in their original format. This download will occur within seven (7) days of the Customer
request. Customer must complete the File form specifying their File Transfer Protocol (FTP) site
information located under the Integration tab in the EADOC application.
7. Service Level Updates. EADOC will periodically update these Service Levels. While EADOC may
attempt to notify you when material changes are made, we suggest that Customers regularly review http://
eadocsoftware.com/sla.html to stay current.
8. Marketing. Notwithstanding the Non-Disclosure Agreement between the parties referred to in "SLA"
Section(s) 6 and 7, Customer agrees that EADOC LLC may refer to Customer and may briefly describe
Customer's business on in any of its marketing and advertising materials, including, but not limited to the
EADOC website and promotional materials related to Tradeshows and Conferences. Customer hereby
grants EADOC LLC a limited license to use any Customer trade names and trademarks for this purpose.
9. Contact. For questions about this agreement or any other feedback, comments, requests for technical support
please contact EADOC customer support through support@eadocsoftware.com.
2
0
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Customer Proposal
Customer: Service Provider
-- - - -- -- - -- -- - - - - - -- - - --- - --
Biil Davis Date: ��o3ios EADOC
City of Bremerton Quote #EA- 13oa 436 14`� St Suite I 50
345 6th Street, Suite 600
Bremerton, WA 98337 Oakland CA 94612
'usa 877-305-3844x704
r�am a��_S��n
�I'OJCC� Nallle' GO� �mp Station and Collection System Projects
Project Duration: I 14 months Start Date : 12/15/09 Estimated Project Value: $ I s million
�-----
Subscription �ee (Payment: ; �� P ) . �; s,soo
Disk Space Allocation 6 GB Additional Disk Space 10 $/GB/Month
Training
O Starter Training Package & setup (includes 2 custom forms)
Application Setup (3hrs per session, on line)
Project Team Training (3 hrs per session, on line)
Flex Training class(2hr per session, on line)
Additional Training Classes
" Project Team Training (3 hrs per session, on lirie)
� Flex Training (2hr per session, on line)
� Program Finance Setup/training (4hrs, on line)
•..
� Standard support (web support, 6am-6pm M-F PST)
❑ Phone support (telephone support, 6am-6pm M-F PST)
❑ Special support (Describe Below)
Custornizations
o Additional Documents/Tabs $250/document
� Other customizations
'g'otal Subscriptaon �ee
'I'otal Setu�, 'Traini�, Customization Fee
Estimated total cost for the project
included
$200/month
$/month
$4,400
1 session
1 session
2 sessions
$o
$900 /session
$600 /session
$1200/session
�� 4,400
$ �
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$ o - - - ---
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,;� : ;� ' �� � �� ���� �.
Proposal. This Customer Proposal (the "Proposal") contains estimated Project parameters provided by EADOC to
Customer based on required hosted Construction Management Software Services.
2. Modification and Price Adjustments. Service pricing is based upon engineer's estimate for the Project and
estimated duration of the Project. If the actual cost of the Customer's construction is 10% higher than the original
estimate, EADOC reserves the right to adjust the subscription price.
3. Service Agreement. By approving this Proposal, Customer acknowledges that the Parties shall fully execute and
agree to the Terms of the EADOC Services Agreement (the "Agreement") prior to the commencement of Services.
Customer further acknowledges that the Estimates contained herein �vill be incorporated by reference into the
Agreement as though they were part of the same.
4. Service Levels. Service Levels, including System Availability, Response Time, Support Resolution Time,
Customer Notification and Credits procedures shall be contained in a Service Level Agreement (the "SLA"), as
amended from time to time, attached to the Agreement as Exhibit A shall be incorporated by reference
(atternatively available at http://www.eadocsoftware.com/pdfBADOC_Service_Level Agreement.pdfl.
5. Term.
2.1. An approved Proposal is valid for a construction start date of +/- three (3) months from the estimated start date
listed.
2.2. If the Project is delayed more than three (3) months or canceled this Proposal is void unless EADOC extends
the terms in writing.
2.3. This Proposal is valid for ninety (90) days from date of issue.
6. Approval.
Date: December 14. , 2009
L
.,�� �
Signed:'�___.. Z�
CUSTOMER
("Customer")
Name:Phil Williams
Title: Director of Public Works �
Utilities
Date:
Signed:
Name:
Title:
, 2009
CUSTOMER
("C�nstomer")
Date:
Signed:
Name: Eric Law
Titie: CEO
�
EADOC
("Service Provider")
, 2009