HomeMy WebLinkAbout3 - Legal Review Submission_ UPDATED - Bremerton-RecDeskAgreement-2022-x (1)PARKS & RECREATION MANAGEMENT SOFTWARE-AS-A-SERVICE (SaaS)
AGREEMENT BETWEEN THE CITY OF BREMERTON AND RECDESK LLC
This PARKS & RECREATION MANAGEMENT SOFTWARE-AS-A-SERVICE (SaaS)
AGREEMENT ("Agreement") is made as of this 4th day of April, 2022 by and
between RecDesk LLC., a Connecticut LLC ("RecDesk"), whose address is 300 Plaza
Middlesex, Middletown CT 06457, and the City of Bremerton, WA (“Customer”).
1. Engagement. Customer engages RecDesk to perform the services as specified in
Exhibit "A" - Services Provided (the "Services Provided").
2. Agreement Term. The initial term of this agreement will be 4/1/2022 –
12/31/2022. This Agreement will terminate and without further obligation on the
part of Customer on 12/31/2022. This Agreement may be renewed by Customer for
additional one-year terms with each term beginning on 1/1 and terminating on
12/31 of the following calendar year. No prior notification of intent to renew is
required and RecDesk will notify Customer of any changes in terms within 30 days
of new term.
Customer and RecDesk hereby agree that this Agreement is terminable at will upon
written notice by either party. Termination will be in written-form allowing 30-day
notice. The parties agree to continue performance under the Agreement until the
effective date of termination unless the parties mutually agree to an earlier
termination date. Upon termination of this Agreement, the parties shall have no
further liability or obligation except as explicitly provided hereunder as surviving
termination of the Agreement.
3. Fees and Payment.
a. Base Subscription Fee. Customer agrees to pay RecDesk a base
subscription fee of $8300 per year, with year-one being pro-rated for a 9
month term at $6225. This fee is payable at beginning of new annual
term and based on estimated system utilization numbers (i.e. Program
Registrations, Reservations, Memberships, POS Transactions) provided by
The Customer in March 2021 (see Appendix B).
b. Variable Transaction Fee. The base subscription fee in (a) above covers
the first $500K worth of transactions processed through RecDesk in a given
subscription year. Transactions processed through the system in excess of
$500K in a given subscription year will be assessed a .75% transaction fee.
These variable transaction fees, if applicable, will be billed and payable on a
quarterly basis (or on other mutually agreed upon period). If the Customer
does not process more than $500K through RecDesk in a given subscription
year, the Variable Transaction Fee does not apply.
c. Training.
DocuSign Envelope ID: 6DAA85AF-BC29-4A08-BE3B-5566FE7728B1
1. Trainer-Led Online Training – $0 (Included)
2. Onsite Training (Optional) - $1000/day plus $50 per diem plus all
travel and lodging expenses
3. Subsequent Annual Term Refresher Training (Online Only) – First
three (3) hours per year are free then $100 per hour thereafter
d. Data Migration and Financial System Integration (optional).
1. Migration of Customer Data to RecDesk – one-time $1200 fee
2. Custom Financial System Extract – one-time $1200 fee
3. GIS Address Import for Residency – one time $1200 fee
e. Other Fees
1. Customer Support - $0 (Included)
2. Additional Workstation Licenses - $0 (Unlimited)
3. Software Upgrades – Automatic - $0 (Included)
4. Initial RecDesk Community portal configuration - $0 (Included)
5. Subsequent subscription year term Community Portal
Redesign/Refresh - $0 (Included - first three (3) hours) - $125 for
each additional hour thereafter
4. Indemnification and Hold Harmless. RecDesk agrees to defend, indemnify and
hold harmless Customer, its officers, employees, representatives, and agents from
and against any and all liabilities, damages, losses, claims or suits, including costs
and attorneys' fees, for or on account of any kind of injury to person, bodily or
otherwise, or death, or damage to or destruction of property, or any other
circumstances, sustained by Customer or others, in any way arising out of RecDesk's
breach of the Agreement or out of services and operations performed hereunder by
RecDesk, including Customer 's reliance on or use of the services or products
provided by RecDesk under the terms of this Agreement. RecDesk shall not be liable
for any loss or damage attributable solely to the negligence of Customer.
5. No Agency Relationship. This Agreement shall establish no agency relationship
with RecDesk and RecDesk shall be deemed an independent offeror. RecDesk shall
have complete charge of the personnel engaged in the performance of the Services,
and all persons employed by RecDesk shall be employees of said RecDesk and not
employees of the Customer in any respect.
6. Nondisclosure. RecDesk agrees that it will not divulge to third parties without
the written consent of Customer any information obtained from or through
Customer in connection with the performance of this Agreement.
DocuSign Envelope ID: 6DAA85AF-BC29-4A08-BE3B-5566FE7728B1
7. Entire Agreement. This Agreement contains the entire agreement and
supersedes all prior agreements and understandings, oral or written, with respect
to the subject matter hereof. This Agreement may be changed only by an agreement
in writing signed by the party against whom any waiver, change, amendment,
modification or discharge is sought.
8. Governing Law and Venue. This agreement shall be governed by and construed
in accordance with the laws of the State of Washington and venue shall be
exclusively in the State of Washington.
9. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of
this Agreement, which shall remain in full force and effect to the maximum extent
permitted by law.
10. Notice. Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and if sent by certified or registered mail, first class, return
receipt requested to the parties at the following addresses:
To Customer:
City of Bremerton Parks & Recreation
Sheridan Park Community Center
680 Lebo Blvd.
Bremerton, WA 98310
To RecDesk
RecDesk LLC
Attn: Mike Morris
300 Plaza Middlesex
Middletown, CT 06457
11. Waiver of Contractual Right. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that
party's right to subsequently enforce and compel strict compliance with every
provision of this Agreement.
12. Insurance. During the term of this Agreement, RecDesk shall maintain the
following insurance coverages and the Customer shall be named as an additional
insured on the Commercial General Liability insurance policy. RecDesk’s insurance
shall be primary and non-contributory insurance as respects the Customer.
RecDesk will provide a certificate of insurance and copies of endorsements to
Customer upon Customer’s request thereof.:
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Worker’s Compensation – Statutory Coverage
Professional Liability - $1MM per claim
Cyber Liability - $1MM per occurrence /$1MM aggregate
Comprehensive General Liability
Bodily Injury - $1MM per occurrence /$2MM aggregate
Property Damage - $1MM per occurrence /$2MM aggregate
13. Ownership of Software. Customer agrees that it has no title or ownership in, or
to, the software utilized by RecDesk to provide services, or any of its components,
programming code or data structures (“Software”). The Software shall remain at all
times RecDesk's sole and exclusive property. The definition of "Software" shall also
include any changes, customizations, added functions, or options and any other
related items requested by the Customer and implemented by RecDesk. The
obligations set forth in this Paragraph shall survive the termination, cancellation, or
expiration of this Agreement for any reason whatsoever.
14. Warranty. If the Customer determines that some functions within RecDesk are
not performing up to required specifications, RecDesk will take commercially
reasonable measures to remedy such situation during the term of this Agreement at
no additional charge to the Customer. RecDesk does not guarantee that it will
implement all new enhancement requests but will take commercially reasonable
efforts to provide features that perform as stated.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CUSTOMER
Name: ______________________________ Signature: _______________________
Title: _______________________________ Date: _____________________________
RECDESK
Name: Michael J. Morris Signature: _______________________
Title: President Date:
4/4/2022
DocuSign Envelope ID: 6DAA85AF-BC29-4A08-BE3B-5566FE7728B1
5/5/2022
Jeff Elevado
Jeff Elevado / Director
Exhibit "A" - Services Provided
Services provided by RecDesk to the Customer under this agreement include the
following:
Access to RecDesk Director and RecDesk Community (the Software) – RecDesk
grants non-exclusive license during the term of this contract for the Customer and
“customers” of the Customer access to the Software.
Customer employees will have access to RecDesk Director as well as administrative
access to the RecDesk Community portal. Community Members (the “Public”) will
only have access to the RecDesk Community portal. Access to both RecDesk Director
and RecDesk Community is via the public internet through a web browser and there
are no restrictions as to how many Customer employees or community members
can access the system.
RecDesk Director is Id and Password protected with Customer having control over
who currently has access and what their Role is. RecDesk Community is not
password protected (for viewing) but community members will have to set up a
household account to register for programs.
Customer access includes, but is not limited to, the following core RecDesk features:
Program & Activity Management, Online Registration, Master Calendar, Facility
Scheduling, Full Web Site (Community CMS), Online Reservations, Membership
Management, Facility Check-ins, League Management and Reporting.
Availability – RecDesk provides 24 x 7 access to the system with a guaranteed up
time of 99%. For larger system upgrades or platform maintenance there may be
planned down time. This is usually scheduled in the early AM hours on weekends
and reasonable advanced notice is given.
Customer Support – RecDesk provides phone support from 8AM-5PM EST at 1-860-
467-4325. This is included as part of this agreement and there is no additional cost.
We also provide for email support 24 x 7 at support@recdesk.com. The system itself
is monitored 24 x 7. Any service interruptions trigger alerts and are dealt with
immediately.
Online Help and self-service documentation is available at http://help.recdesk.com
Credit Card Processing and Merchant Services – RecDesk will integrate with
Customer’s preferred merchant account provider at no cost to the Customer via a
RecDesk supported payment gateway. The Customer maintains a separate
agreement with merchant and gateway provider and is responsible for any fees or
transaction costs therein incurred.
DocuSign Envelope ID: 6DAA85AF-BC29-4A08-BE3B-5566FE7728B1
Data Backups – RecDesk (via partner Amazon Web Services – AWS) performs full-
backups on both the database and Customer portal data daily. Additionally,
incremental database log backups are made throughout the course of the day. Our
network infrastructure includes dedicated virtual servers located in AWS’s northern
VA facility.
Exporting of Data – If the Customer no longer wishes to utilize the services of
RecDesk, their data can be exported into a CSV format. The cost for doing so is $125
per hour and an estimate would be provided and agreed upon before
commencement of extract.
Privacy Statement - The following discloses the information gathering and
dissemination practices for the services offered by RecDesk LLC (the “Services”) and
for this Website. RecDesk LLC reserves the right to amend this Privacy Statement at
any time with or without notice. Only the current Privacy Statement is deemed
effective, so please review this Privacy Statement periodically.
RecDesk LLC has created this Privacy Statement in order to demonstrate our firm
commitment to safeguarding the privacy of our Subscribing Organization, their
Members and our Website visitors. Our Privacy Rules summarize this commitment.
1. We do not reveal any personally identifiable information that we collect
about you, your use of the Services or any information that you post on your
Site to anyone else.
2. Unless you choose otherwise, RecDesk LLC shares information about you
only on a basis that does not personally identify you, your Organization or
your Members.
3. We use industry-standard technology and other means to keep your
information as secure as possible.
DocuSign Envelope ID: 6DAA85AF-BC29-4A08-BE3B-5566FE7728B1
RecDesk Proposal Questionnaire
Name of Organization: City of Bremerton, Parks & Recreation Department
What is the size of the population you serve?
City of Bremerton population is approximately 40,000. We also provide services to non-residents in
the surrounding county at an estimated service population of nearly 50,000 for a total population
served of approximately 90,000.
Name of Contact: Jeff Elevado Phone Number: (360) 473-5428
Today’s Date: 3/23/2021
How did you hear of us? Internet search and Recreation industry contacts
1. What was the approximate number of Programs/Classes you offered in 2019 (Pre-COVID)?
Approximately 65
How many TOTAL registration did you receive for programs in 2019 (Pre-COVID)?
Approximately 2,800
How many total registrations do you anticipate in 2021 & 2022?
1,500 in 2021 & 2,500 in 2022
2. How many different physical Facilities/Fields do you manage Scheduling & Reservations for?
22 (12 Facilities and 10 Sports Fields)
How many Reservation did you have at these facilities in 2019 (Pre-COVID)?
Approximately 550
How many Reservation do you anticipate in 2021 & 2022?
250 in 2021 & 500 in 2022
3. How many different Memberships to record facility Check-Ins?
Currently one (1), Senior Center Membership
The approximate number of overall members you expect to enroll in these Memberships in 2021 &
2022?
Approximately 600 in 2021, 625 in 2022
Will you be using Memberships to record facility Check-Ins?
Potentially
4. Will you be managing/scheduling Leagues through RecDesk?
Hopefully. We currently do not use our Activity Registration program to manage or schedule our
leagues, we do this manually.
Appendix B
DocuSign Envelope ID: 6DAA85AF-BC29-4A08-BE3B-5566FE7728B1
If Yes, approximately how many Teams? (Across All Leagues)
Total Softball Teams: Approximately 225
Total Basketball Teams: Approximately: 20
If Yes, approximately how many Participants/Players? (across ALL Teams)
Total Softball Participants: 2,500
Total Basketball Participants: 150
5. If you plan on using our Point of Sale (POS) system, how many venues will it be used?
Two (2)
If you are using POS do you have a sense of the “raw” number of transaction you would process
through it in 2021 & 2022?
We estimate that we would likely have between 15-20 transactions per week, so less than 1,000
per year.
6. What was your revenue in 2019 (Pre-COVID)
$312k
What is your anticipated revenue for 2021 & 2022?
We are anticipating between $225-250k, depending on COVID restrictions lessening.
DocuSign Envelope ID: 6DAA85AF-BC29-4A08-BE3B-5566FE7728B1