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Home My WebLink About4357 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4357 INTERLOCKING SOFTWARE Permitting System - Develop Tax & License Module Finance PRO File Class LEG 12-1 $81760.00 05/17/2003 10/31/2003 02/15/2008 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date & Modifications to Permitting System Hold Harmless Vault 01/01/2008 }nterLocking 0 F T W A R E STATEMENT OF WORK Dat : -Mar-03 Interlocking Sotba~re Corporation (ILSC) 19472 Powder Hill Place NE Suite # 100 Quotation: 10302 Ponlsbo, WA 98370-8720 Tel: 360-394-5900 1-800-532-8448 FAX: 360-779-2600 To: City of Bremerton 239 4th St Telephone: 360-478-5293 Bremerton, WA 98337 FAX: 360-478-5200 Estimated by: Jim Page Contact: Bill Eley Required Date 1-Mar-03 Work to Be Perfonn~l Modification of Kitsap County's Permit and Licensing System to provide for processing the City of Bcemerton's business li~nsing and tax provisions. Please see Option g4 of attached document, "Processing of Bcen~rton Business and O~cupation Licenses Implementation Options" as prepared by Modifications to provide for Bremerton's bnsiness tax and license provisions a~ stated above $18,800.00 No reimbmannmnt for incidental expenses Please sign on the aoceptaace linc below to authorize work. Thank you Total e~timnte cost: $18,800.00 This '$talement of Work' (SO~) is a coot estimate based on time and rnaterlals work, This SOFt' la valid for 30 calendar days from the issue date. The linc "Professional Service Agreement (PSA) is incorlaorated as part of th~ statement of work Billing occurs manthly. Terms are Net 30. Late payment are subject to a 1.5%fimmc~ charge 5--7- Acc~t~ aaa Sisal (C~t) Date Ac~d aaa Sinful (IL'gC) Date InterLocking Software Corporation Professional Services Agreement Associated to InterLocking Statement of Work g010302 1. Services Imerlocking Software Corporation (Interlocking or ILSC) will provide to the City of Bremerton (Client) the Service specified on a standard ILSC Work Order, ILSC Proposal or Client Purchase Order, under the terms of this Agreement. Each Work Order, Proposal or Purchase Order ,ghall specLfy the Se/vices and applicable fees, and will be governed by the terms of this Agreement. To the extent that the terms and conditions of any II.SC Work Order, Proposal (or any customer purchase order) entered into between the parties conflict with or are inconsistent with the terms and conditions of the Agreement, the terms and conditions of this Agreement shall conUol. 2. Fees for Services and Termination Unless otherwise specified in the applicable Work order, Proposal or Purchase order, Services shall be provided to Client on a time and material basis CT & M"). Rates must be specified on the attached Rate Structure or on a s~andard Work Order or Proposal. If a dollar limit is stated in the applicable Work Order, Proposal or Purchase Order, the limit shall be deemed an estimate for Client's budgeting and ILSC's resource scheduling purposes; after the limit is expended, R, SC will continue to provide the Services on a T & M basis ff a Work order, Proposal or Purchase Order for continuation of the Services is signed by the parties. Unless otherwise stated in a Work Order or Proposal, any T & M Work Order or Proposal may be terminated by providing to ILSC 14 days written notice of such termination. 3. Incldcntal Expenses Unless otherwise stated in thc Work Order, Client shall roingourse ILSC for reasoanblc travel, communications, and out-of-pocket expenses inculxed in conjunction with the services. 4. Invoicing and Payment ILSC shall invoice Client monthly, unless otherwise express~ specified in a Work Order or Purchase Order. Charges shall be payable within 30 days of invoice date and shall be deemed overdue ff they remain unpaid thereafter. All overdue invoices are subject to an interest charge of 1.5% per month. 5. Taxes The charges do not include taxes. If ILSC is requirod to pay any federal, state, or local taxes based on the Services provided under this Agreemen~ the tsxes shall be billed and paid by Client; this shall not apply to taxes based on ILSC income. 6. Tern This agreement shall commence on its Effoctive Date. Thc agreement will in effect until the work as spcchSed in thc Statement of Work is completed but in any event this ag~esmcnt will end 180 days from thc Effective Date unless otherwise agreed to in writing by the pa~ties. Any Work Order outstanding at the time of tetmLqation shall continue to be covered by this Agreement as ff it had not been terminated. 7. Warranty 1LSC warrants that the Services will be performed consistent with generally accepted indust~ standards. 8. Limitations on Warranty CLIENT MUST REPORT ANY DEFICIENCIES IN TH~ SERVICES TO ILSC IN WRITING WITHIN NINETY (90) DAYS OF COMPLETION OF THE SERVICES IN ORDER TO RECEIVE WARRANTY REMEDIES. THE WARRANTY HEREIN IS EXCLUSIVE AND iN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, I~ICLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS SET FORTH IN PARAGRAPH 9 OF THIS AGREEMENT. 9. Exclusive Remedy For any breach of thc above warranty, Client's exclusive remedy, and ILSC's entire liability, shall be thc reperformance of thc Seawices. If ILSC is tmablc to repcrform thc Services as warranted, Client shall be entitled to recover the fees paid to ILSC for thc deficient services. IN NO EVENT SHALL ILSC BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM ANY SERVICES PROVIDED HEREUNDER~ INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS OR OTHER ECONOMIC DAMAGES. 10. Relationship between the Parties ILSC is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between thc pa~ies. Esch party will bc solely responsible for payment of all compensations owed to its employees, as wcli as employment reiatcd taxes. Each pa~y will maintain appropriate worker's compensation for its employees, as well as employment related taxes. Each party will maintain appropriate worker's compensation for its employees as well as general insurance. Initials: ILSC InterLocking Software Corporation Professional Services Agreement 11. Authority to Enter Into Agreement Each patty to this Agreement has the authority to enter into and form this Agreement. The individuals si~aning the Agreement have the authority to act as agents of their respective organizations. Each party acknowledges that they have read this Agreement and will abide by it. 12. Force Majeure Neither patly will be considered to be in default of this Agreement as a result of events beyond theft reasonable control. For purposes of this Agreement, such acts shall include, but are not limited to, acts of God, catas~ophe, or other "force majeure" events beyond the pa~des' reasonable con 13. Asal~me~t of Contract The Client may not assign the Agreement or its responsibility for payments to any organization, without written approval by ILSC. lLSC may not assign its respons~ilities for performance under thc Agreement to any organizWa3n without written approval of the client. 14. l~old Harmless Indemnity If apphcable, Client asserts it possesses all the rights and interests in the data and/or licensed software necessary to enter into this agreement, and ~4mll indemnify and hold ILSC, its agents and employees harmless from any loss, damage or liability for infringement of any United States patent right or copyright with respect to the use of the licensed soflwure; provided that Client is notified in writing within ten calendar days of suit or claim against ILSC, the 1LSC panuits Client to defend, compromise or settle said claim of infringement and give Client all available information, assistance and authority to enable Client to do so, provided ILSC fully observes all the terms and conditions of this Agreement. 15. Confidentiality and Non-Disclosurc Except as legally required, the parties agree that neither party shall directly or indirectly disclose or use any Confidential Information without prior written permission from the other Inuty. "Contidential Information" means any type of confidential or proprietary information or material disclosed to or known by the Recipient of such information ("Recipient") as a consequence of or through its relationship with the party disclosing such information, and consisting of information conceived, originated, discovered, or developed in whole or in part by Recipient, which is not part of the public domain or othenvise generally available to the Recipient form independent sources, including but not limited to information which relates to research, development, trade sectors, know-how, inventions, technical data, hardware, software, source codes, object codes, manufacture, purchasing, accounting, engineering, marketing, merchandising and selling, business labs or strategies, and information entrusted by third parties to the patty disclosing such information. 16. Nonsollcitalion of Employees During the periud that this Agreement is in effect and for a period of six (6) months after termination or expiration thereof, each party agrees not to solicit for employment any technical or professional employees of the other patty assigned to work on the Project without the prior written approval of the other party. 17. Inaurance and Risk of Loss The Client bears all responsibility for damages to their equipment and facilities. 18. Survival of Rights The rights and responsibilities of seffdons 14, 15, and 16 shall survive thc termination of this Agreement. 19. Severability All l~ovisions of the Agreement axe severable and no provision hereof shall be affected by the invalidity of any other such provision. 20. Governing Law; Attorney's Fees; Venue This Agreement shall be governed by and construed m accordance with the laws of the state of Washington. In the event of a dispute over this Agreement, the prevailing party shall recover its reasonable attoraey's fees and costs from the breaching party. Venue shall be in Kitsap County, Washingten~ 21. Entire Ag~ement This ag~ement constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral. Concerning the subject matter of this Agreement. Neither this Agreement nor a Work Order or Purchase Order may be modified or amended except in writing signed by a duly authorized ~presentative of each party: no other act, document, usage, or custom shall be deemed to amend or modify this Agreement, a Work Order, or Purchase Order. It is expressly agreed that any terms and conditions of Client's purchase order shall be superseded by the terms and conditions of this Agreement and the applicable Work Order Initials: ILSC Clien STATEMENT OF WORK Interlocking SoOavare Corporation (ILSC) 19472 Powder Hill Place NE Suite #100 Quotation: 10301 Poulsbo, WA 98370-8720 Tel: 360-394-5900 1-800-532-8448 FAX: 360-779-2600 To: City of Bremerton 239 41h St Telephone: 360-478-5293 Bremerton, WA 98337 FAX: 360-478-5200 Estimated by: Jim Page Contact: Bill Eiey Required Date 1-Mar-03 Work to Be Performed Installation, deployment and training services related to bringing the City of Bremerton on as a user of Kitsap County's Permit and Licens'mg System. Installation, deployment and training services associated with above described work $36,500.00 No reimbursement for incidental expenses Please sign on lhe acceptance line below to authorize work. Thank you Total estimate cast: $36,500.00 Tttis n$tat~ of Work~ (~OF~) is a cost estimate based on time and materials work This SOW is valid for 30 calendar days from the issue date. The linc "Professional Service Agreer~nt (PSA) is incorporated as part of th~z statement of work Acc~) Date InterLocking Software Corporation Professional Services Agreement Associated to InterLocking Statement of Work 0010301 1. Service~ Interlocking Software Corporation (Interlockin~ or ILSC) will provide to the City of Bremerton (Client) thc Set.ce spe fted on a standard ILSC Work Order, 1LSC Proposal or Client Purchase Order, under thc terms of this Agreement. Each Work Order, Proposal or Purchase Order shall spocify the Services and applicable fees, and will be gnvemed by the terms of this Agreement. To the extent that the terms end conditions of any ILSC Work Order, Proposal (or any customer purchase order) entered into between the parties conflict with or are inconsistent with the terms and conditions of the Agreemem, thc tetras and conditions of this Agreement shall contxol. 2. l~ees for Services and Termination Unless otherwise specified in the applicable Work Order, Proposal or Purchase order, Services shall be provided to Client on a time and material basis ("T & lVI"). Rales must be specified on the attached Rate Stnmure or on a standard Work order or Proposal. If a dollar limit is stated in thc applicable Work Order, Proposal or Purchase order, the limit shall be deemed an estimate for Client's budgeting and ILSC's reso~xrce scheduling purposes; after the limit is expended, ILSC will continue to provide the Services on a T & M basis ff a Work order, Proposal or Purchase Order for continuation of the Services is signed by the parties. Unless otherwise stated in a Work Order or Proposal, any T & M Work Order or Proposal may be terminated by providing to ILSC 14 days written notice of such temlination. 3. lacidemal Expenses Unless otherwise stated in the Work Order, Client shah reimburse ILSC for reasonable travel, communications, and out-of-pocket expenses incuncd in conjunction with the services. 4. ]Invoicing and Payment ILSC shall invoice Client monthly, unless otherwise expressty spccifled in a Work Order or Purchase Order. Clutrges shall be payable within 30 days of invoice date and shall be deemed overdue if they remain unpaid thereafter. All overdue invoices are subject to an interest charge of 1.5% per month. 5. Taxes The charges do not inchidc taxes. If 1LSC is required to pay any federal, state, or locnl taxes I~sed on the Services provided under this Agreement, the taxes shall be billed and paid by Client; this shall not apply to taxes based on ILSC income. 6. Term This agreement shall commence on its Effcetive Date. The agreement will in effect until the work as specified in the Statement of Work is completed but in any event this agreement will end 180 days from the Effective Date unless otherwise agreed to in writing by the parties. Any Work Order outstanding at the time of termination sh~ll continue to be covered by this Agreement as if it had not been tennlmted. 7. Warranty ILSC warrants that the Services will be performed consistent with generally accepted indnstzy standards. 8. Limitations on Warranty CLIENT MUST REPORT ANY DEFICIENCIES IN THE SERVICES TO ILSC IN WRITING NINETY (90) DAYS OF COMPLETION OF ~ SERVICES IN ORDER TO RECEIVE WARRANTY REMEDIES. THE WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTI-~R WARRANTIES, WHETHER EXYRESS OR IMPLIED, INCLUDING THE ]MPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PUP,~3SE AS SET FORTH IN PARAGRAPH 9 OF THIS AGREEMENT. 9. Exclusive Remedy For any breach of the above warranty, Client's exclusive remedy, and ILSC' s entire liability, shall be the repefformance of the Services. If ILSC is unabtc to reperform the Services as wan-anted, Client shall be entitled to recover the fees paid to 1LSC for the deficient services. IN NO EVENT SI-LALL ILSC BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LHVffI'ED TO CLAIMS FOR LOST PROFITS OR OTHER ECONOMIC DAMAGES. 10. Relationship between the Parties ILSC is an indapendent contractor; nothing in this Agreement shali he construed to create a partnership, joint venhire, or agency relationship between the pa~es. Each party will be solely responsible for payment of all compensations owed to its employees, as well as employment related taxes. Each party will maintain appropriate worker's compensation for its employees, as well as employment related taxes. Each pm-ty will maintain appropriate worker's compensation for its employees as well as general insurance. 2 Initials: ILSC y Client~--~