HomeMy WebLinkAbout5366Contract Number:
Vendor:
Subject:
Department:
Fi1e Class:
Begin Date:
End Date:
Review Date:
Vault Date:
5366
CODESMART INC
Master Services Agreement-Parking Citations
City Clerk
LEG 12-1
9/27/2013
1/1/2015
Comments :
� � �:... � n 1
�x��n�s�►�� y ��j�° ��SS°�����o MasterServicesAgreement
1. Applicability. Each quotation and/or CODESMART INC. statement of work together with this Master Services Agreement ("Offer") is
an offer by CodeSmart Inc. ("CODESMART") to the City of Bremerton ("CUSTOMER°) to sell to CUSTOMER the professional services
performed by CODESMART and to enter into the agreement that the offer describes.
2. Acceptance. Each Offer shali be deemed accepted upon the terms and conditions of such Offer by CUSTOMER by written
acknowledgement. Acceptance is expressly limited to these terms and conditions. No purported acceptance of any Offer on terms
and conditions which modify, supersede, suppiement or otherwise alter these terms and conditions, whether contained in
CUSTOMER's purchase order or other acceptance document, shall be binding upon CODESMART and such terms and conditions shall
be deemed rejected and repiaced by these terms and conditions unless CUSTOMER's proffered terms or conditions are accepted
and physically signed in writing by CODESMART. Notwithstanding any contrery provision in CUSTOMER's purchase order or other
acceptance document, cammencement of work by CODESMART shall not constitute acceptance of CUSTOMER's terms and
conditions.
3. Limited Warranty and Acceptance ot Services. The Services will be performed by CODESMAR7 in a manner consistent with good
prectice in the computer services industry. All Service deliverebles will be deemed accepted by CUSTOMER if not rejected in a
reasonably detailed writing within forty-five (45) days of submission to CUSTOMER. In the event the Services are not in conformance
with this warranty and are rejeded as specified above, CODESMART wdl suppiy commercially reasonable services to correct or
replace the work at no charge to the CUSTOMER. THIS IS CUSTOMER's EXCLUSIVE REMEDY FOR BREACH OF WARRANN relating to
Services.
4. Service Warranty Disclaimer. CODESMART MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE Services (other than the
limited and exclusive warranty provided for Services under Section 3). CODESMART OISCLAIMS ALL OTHER REPRESENTATIONS
AND WARRANTIES, EXPRE55 OR IMPLIED, AS TO THE Services, INCIUDING, WITHOUT LIMITATION, ANY WARRAMY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Intellectual Property for Services.
(a) Upon payment in full for all charges under this Agreement, CODESMART wdl grant CUSTOMER such rights, title, and
interest it may own to the software and documentation developed by CODESMART specificaliy for CUSTOMER under this
Agreement subject to the following limitation. CODESMART retains a worid-wide, unlimited, perpetual and royalty free
right to (i) copy and use the software and documentation internally for any purpose; (ii) copy and distribute to third
parties software which performs a general utility function; and (iii) use for any purpose any concepts, ideas, or techniques
resulting from the development of the software and documentation by CODESMART.
(b) CODESMART grants to CUSTOMER all right, title, and interest in the software and documentation that is an enhancement
to or modification of existing software or documentation on all of the CUSTOMER's computer systems.
(c) Any CODESMART software, equipment or consulting, programming or management tools which may be furnished or
utilized by CODESMART in the performance of these services shall remain the property of CODESMART and shall be
immediately returned to CODESMART, upon its request or upon completion of the Services.
6. Service Work Assignments. CODESMART retains the right to assign such personnel, including subcontredors, as it deems
appropriate to the performance of Services under the Agreement.
7. CUSTOMER Coordination for Services. CUSTOMER will provide a primary point of contaM and make available all technical matter,
data, information, opereting supplies, and computer system(s), as reasonably required by CODESMART. CODESMART will assign a
primary contact person for the Services.
8. Price and Payment. The prices in this Agreement are exclusive of all applicable taxes, duties, licenses, and tariffs levied upon the
sale, purchase or delivery of the Services which remain the CUSTOMER's abligation. Prices quoted are firm for thirty (30) days
following the quote unless otherwise provided on the Offer. Except for COD accounts that are due on delivery, payment is due thirty
(30) days from the date of the invoice. All payments will be made in US currency. Out of pocket expenses will be charged as incurred.
Unless expressly provided to the contrary, items designated by CODESMART as estimates are estimates only and are not binding
commitments. CUSTOMER wdl pay interest in the amount of one and one half percent (1.5%) per month, or the maximum allowed
by law whichever is lower, on any outstanding balance owed.
9. Confidential Information. Wntten and orel information designated as confidential by either party whether before or after the
effective date of this Agreement shall be held in strict confidence and used only for purposes of this Agreement. Except as required
by law, no confidential information, including the provisions of this Agreement, shall be disclosed without the prior written consent
of the party designating the information as confidential. If either party is required to disclose any confidential information of the
other party, the party so reqwred shall notify the other party immediately and shall cooperote in seeking a reasonable protective
order with the party needing cooperation reimbursing the coopereting party for its reasonable expenses. This section shall not apply
to information, which is (i) in the public domain, (ii) already known to the recipient, (iii) developed independently or (iv) received
from a third party without simdar restriction and without breach of this or a similar agreement.
S0. Export. CUSTOMER acknowledges that it is responsible for complying with (and agrees to comply with) all applicable export and re-
export control laws and regulations, including, without limitation, the Export Administration Regulations maintained by the United
States Department of Commerce. Specifically, CUSTOMER covenants that it shall not -- directly or indirertly -- sell, export (including
without limitation any deemed export as defined by applicable law), re-export, transfer, divert, or otherwise dispose of any Service
deliverable to any country (or national thereo� subjed to antiterrorism controls, U.S. embargo, encryption technology controls, or
to any other person, entity (or utilize any such person or entiry in connection with the activities listed above), or destination
prohibtted by the laws or regulatiqns of the UnEted States, wkhout obtaining prior authorization from the competent govemment
authorfties as reQuired by those laws and regulations. CUSTOMER tertffies, represents and warrants that no Service shall be used for
any mil'dary or defense purpose, induding, without limitatfon, being used to design, develop, engineer, manufacture, produce,
assembte, Cest repair, malntain, modify, operate, demilltarize, destroy, process, or use military or defense ardcles. Notwithstandfng
any pravision of IT servlces or desigds by CODESMART, Ct1STOMER aclmowfedges that k Is not relying on CODFSMART for any
advtce or cowaeling on wcfi export controf tequirementx, CUSTOMER agrees to indemnffy, to the fullest extent permitted by law,
CODESMART from and agalnst any Rnes, penakies and reasonab[e attomey fees that may arise as a resutt of CUSTOMER's breach of
this Settion.
11. timitation of Uability. NO MONETARY REOOVERY IS AVAIIABLE FROM COQESMART FOR WARRANTY pAIMS. IN ADDI710N, !N NO
EVENT WILL CODESAAARTs LIABILlTY TO NSTOMER D(CEED THE PURCHASE PRfCE PAID FOR TFIE SERVICE THAT IS 7HE 9A515 FOR
THE PARTFCULAR CLAIM. CODESMART WILL MOT, IN ANY EVEM, BE LUIBLE FOR ANY LOSS OF REVENUE, PROFIT, USE dF DATA,
INTERRUPTtON QF BUS1i11F.55 QR FOR SPECIAL, INDIRECT, OpNSEQUElVI'lAl, INCIDENTAL, IXEMPUIRY OR PUR1fTIVE DAMAGES,
HpWEVER CAUSED AND REGAlIURE55 OF THE THEORY OF LIABILt7Y, ARISING OU7 Of THE USE OF OR INABILITY TO USE THE
PRODUCT OF THE SERYIOFS, OR IN AN1' WAY CONNECTED'f0 THIS AGREEMEWT, EVEN IF CODESMART HAS BEEN ADVISED OF
SUCH DAMAGES. THE FOREG0ING LIMITATION OF LIABILRY WiLI APPLY WNETHER ANY CLAIM IS BASED UPON PRINdPlES OF
CONTftAC7, WARRANTY, NEGUGENCE. INFRINGEMENT OR 07HER TORT, BREACH OF ANY STAMORY DUT1f, PRINdPLES Of
INDEMNRY, COIV77tIBUi'ION, OR OTHERWISE.
12, CancNlation of Order. This Agreemerrt may be cancelled by [USTQMER only upon wHtten approva! of CODESMART and upon tertns
that indemnffy CQpE5MAR7 against all losses related to wth Agreement.
13. Addittonal Contractual R�htsfor DefaulL If CU570MER defaults in perFortnance of any oblfgation underthis Agreement, including
the payment of any amourrt due, CQDESMART may, at its option, suspe�d performance, require prepayment, or terminate its
performance and collect payment for afl Services provided up to the date of Lermination.
14. Attomey Fees. CODESMART is responsible for an and ali expenses includfng, without limitation, reasonable attomey fees and legal
expenses that CODESMART pays or incun tn proterting and eMorcing their rights under this Agreement Comrersely, CUSTOMER is
responslble for any and al{ e�enses fnduding, wfthout 4imitation, reasonable attomey fees and legal expenses that CUSTOM£R pays
or fncurs in protecttng and enforcing the righis of CUSTOMER under this Agreement. Each party agrees to be responsible for its own
attomey fees and oost for arry claim related to this agreement.
15. Publfcation. Nothing contained in this Agreement shali be fnterpreted so as to prevent CODESMART from pu6lidzing its business
relationship with CUSTOMER or the nature of the Sero(ces performed for CUSTOMER.
16. No Solicitalion. CUSTOMER agrees not to solicit for employment or to employ any [ODESMART employee for a period of twehre (12)
months following the wncius(on of the work perfortned underthis Agreemern.
17. lndemnlfkation. CUSTOMER agrees to defend, at its expense, and to indemnfiy CODESRrtART against any aarard of damages and
costs based on the claim that arry materials or documentation provided by C115TOMER to CODESMART during thfs engagement
infringes a U.S. patent, topyright or other intelledual property right of any third party.
18. Governing I.aw. These Terms and Conditions will he construed in aaardance with the laws of the State of Washington.
19. IYo Waiver. The failure of either party to insist upon stritt performance of any of tfie provisions of the Terms and CondiUons will not
be deemed a walver of any breach or detault The remedies provided to CODESMARF hereunder are not a waiver of the remedies uf
CODESMART under applicable law_
20. Saverability. If any provision of the Agreement Is unenfarceable as a matter of law, a�l otl�er pravisions will remain in effect.
21. Excusable Delay. CODESMART will not be liable for any delay or fallu►e of performance whatsoever due to acts of God, earthquakes,
shortage of supplies, transportation difflcultles, labor disputes, riots, war, fire, epldemia or other circumstances beyond
[ODESMART's coot►ol.
22. Time for &ingtng Clahns. My cEaim by either party against the other party, arising from or in connection wfth the Agreement or any
related purchase arder cannot be filed, made or malntained unless filed within six monihs the Servfces in questlon have been
provideaf.
23. Entire Agreemern. These terms and conditions alang with the Offer constftute the entlre agreement between the parties as to the
sale 5enrices and supersede all prior or curreM written or oral statemerrcs, representations, negatiations, agreements and
understandings.
COI�@$iri I't, Q1flC.
K.J
Authorized Signatare
'��e: Chad W. Stoker
��eC CEO
Date 03/05/2014
CU$����� — C9L� Of ��'�IIlCB`tOHl:
ze i a re
Name: Cathy son
'd'ifle: [nterim F�nancial Servtces Director
Date: ��a L�l/�
%
. ,.. .
� _ ,� ° nx ��-`
� V �� �_ �
, ....
,.
oa�,,�� � �, a: -,.- ..`% : '.: i'°°"1
�.� � ��
Ex:: _������- ��s.��=,. .. Statementof Work
Fixed-fee deliverable with maintenance
10/7/2013 . CodeSmart Inc. Statement of Work Page 2
Statement of Work
SCHEDULE OF TASKS
- .- . .
.- - -. - .
- . - -
Build VRV Queue Manager ; 30 days ; Redflex covers costs
Adapter (plus file-transfer utility) j �
Build interface manager for �
Parking tickets i 30 days ; $2,500
� �
One time download of data from 30 days i $1,600
Duncan Systems
Ongoing server support fees ; i
(Parking Vendor support) j i $160 / month
Support and Custom Updates (if i �
specifically requested and scoped) ! $100/hour
I �
10/7/2013 Statement of Work Page 3
Statement of Work
0B7ECTIVE
City of Bremerton desires to have CodeSmart modify the VRV Queue Manager system, a
"connector" from CodeSmart's instance of a hosted solution software to Jindex (through
State of washington-DES) for the purpose of transmitting ticket information
electronically to the Administrative Office of the Courts.
They also desire to have CodeSmart build a"connector" for the purposes of transmitting
Parking Tickets and Redlight Tickets via the VRV service.
8remerton will also require a one-time data transfer out of the Duncan Systems data-
store and into the VRV service pipeline.
WORK DESCRIPTION
1. CodeSmart can host the VRV Queue Manager and Redlight/Parking Ticket connector
on their servers. CodeSmart would ensure that the hosted server environment
adheres to acceptable security standards and is available during normal business
hours from Monday through Friday, PST. (**note** Not a 100% availability
environment unless specifically requested!)
2. The VRV Queue Manager will process tickets from Bremerton's new vendor (TBD),
and Redflex.
3. CodeSmart will enable a one-time data tranfer of data from Duncan Solutions to
AOC. (Assuming it has not already been transmitted previously.)
SUCCESS CRITERIA
Project Success Criteria is defined as delivery of specific business capabilities, as follows:
• VRV Production System successfully processes and responds with a
"http://courts.wa.gov/niem/extensions/1.0" StatusText-node response of
"Success" when-
o the message from City of Bremerton is formatted correctly
o adheres to the requirements laid out by the VRV System Documentation
located at :
http://dx.courts.wa.gov/index.cfm?fa=ctrl.displayServicePage&serviceName=
VehicleRelatedViolations&item=technical/index.html.
o is transmitted securely using the SSL public-key issued by the Department of
Enterprise Services.
o Does not transmit more data than AOC has stated it is capable of processing
within a 1-hour period in their Service Level Agreement for the VRV system.
o Customer verifies the correct `parsing' of AutoCite citation data in the VRV
Queue Manager system.
o Customer verifies the correct transmission of the data in the VRV Queue
Manager system to the DVOL environment at AOC.
• VRV Production System successfully processes and responds with a
"http://courts.wa.gov/niem/extensions/1.0" StatusText-node response of
10/7/2013 Statement of Work Page 4
� Statement of Work
"Error" when there are formatting or logical problems with City of Renton's
messages.
■ City of Bremerton is able to review the responses from the VRV
processing services from a database in case a problem arises or
messages need to be re-transmitted.
RISKS
Project risks are characteristics, circumstances, or features of the project environment
that may have an adverse effect on the project or the quality of its deliverables. Known
risks identified with this project have been included below. A plan will be put into place
to minimize or eliminate the impact of each risk to the project.
�Risk Area Level Risk Plan
(H/M/L) �
1. Dept. of Enterprise M Continuous communication with
Services (DES) readiness AOC and DES regarding resourcing
and commitment. and availability.
2. Duncan Solutions L CodeSmart has already worked with
involvement, staffing, Duncan Solutions in the past. This
and availability has resulted in successful
implementations for other
customers.
3. Unique aspects of City of L Initial assessments of the data
Bremerton's citation provided by City of Bremerton
data reveal a similar file to that of other
customers. The RCW codes are the
most important thing to document
' and input into the VRV Queue
Manager for a successful project
implementation. CodeSmart will
work with City of Bremerton early
and often to identify these data
elements.
4. Working with a new L The new parking vendor sounds like
Parking Vendor it's got a similar setup to Duncan
Solutions. Bremerton took the time
to specifically call out integration
with the VRV Queue Manager
(VRVQM) in their RFP. There should
not be many issues in performing
data-transfer between the 2 parties.
10/7/2013 Statement of Work Page 5
� Statement of Work
ASSUMPTIONS
Certain assumptions and premises need to be defined to identify and estimate the
required tasks and timing for the project. Based on the current knowledge today, the
project assumptions are listed below. If an assumption is invalidated at a later date, the
activities and estimates in the project plan should be adjusted accordingly.
➢ The Project Plan(s) assume(s) no key interdependencies with other initiatives.
Interdependencies and their impacts will be described as they are identified.
➢ City of Bremerton will provide any standards that need to be followed prior to the
work being planned and commenced.
➢ CodeSmart will provide basic runtime/operational support� for the fee identified in
the `�Schedule of Tasks" table above to City of Renton for the VRV Queue Manager.
However, if a modification or enhancement to the DES web-service or City of
Bremerton vendor data-schema occurs that will require more than 2 hours of effort
per week, CodeSmart will bill on an hourly basis to complete the modification and
bring the VRV Queue Manager back up to operational readiness. This would be
similar to the original "Adapter" fee necessary for bringing City of
Bremerton online to begin with.
10/7/2013 Statement of Work Page 6
Statement of Work
ARCHITECTURE OVERVIEW
�,__ City_Domain ____, _________CodeSmart Senrer_Domain _____�
� r `
� �
I �
� � � Re-Transmit ;
o i i � � (Optional) —� '
� , i �
� �
:, , �
� �
' � �� '�,`�,`�: � i FTP or WCF �
' i i Export Utdity �` ;
Veh�cie-Related ; Vendor System Automated � � � Fa�lures--+ �
o �
Infraction � Proc ssing ��a Export , � �' ;
�
i ; ; CodeSmart Inc ��� �
� �� � � VRV Queue Manager Staff '
i 1 , f '
i o ' '
+ \ � i �� �
a � � i � �
i �
i City Gtation ; ; � �;; .� �
t Files Storage `� � '`'; ` �
___---____________ , {�, �
� Automated ;;,`�: ,
i Data Export ``� '
i
� 5ervice CodeSmart inc ;
; Web-Service �
' Listener ;
SSl Encrypted------------------------ DIS
Submission SSL Encrypted
R�ponse
l I
� �
�
DES and AOC
VRV Processmg
Master Services Agreement
This statement of work is subject to the terms stated in the Master Services Agreement
as signed by CodeSmart on [date] and City of Bremerton on [date]. Any other terms
and conditions to the contrary are null and void.
10/7/2013 Statement of Work Page 7
� Statement of Work
Acceptance and authorization
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Statement of Work, under seal.
City of Bremerton
CodeSmart Inc.
� �v �(�� Chad W. Stoker
Full name Full name
(Vl�"��✓�Y►� �'rI�G��� �I/�.�� cEo
Title Title
vV
Sianature
09/27/2013
10/7/2013 Statement of Work Page 8