Loading...
GovPartner.com A2002-71 Alva -` / 11111111r GOVPARTNER Master Agreement Terms and Conditions Master Agreement No., 3 This Master Agreement Terms and Conditions (the "Agreement) is made and entered into this/311'day of 2002 by and between GovPartner.com, a Nevada corporation having its principal place of business at 11590 W. Bernardd'Court, San Diego, California 92127-1624 ("GOVPARTNER") and City of Chino Hills (the "CUSTOMER") with an address of 2001 Grand Avenue-Chino Hills,CA 91709. This Agreement includes the following Terms and Conditions, as well as those agreements set forth below which are initialed by CUSTOMER, all Exhibits to the Agreement, and all future agreements referencing this Agreement which GOVPARTNER and CUSTOMER may execute from time to time for the license, support&maintenance, services, and hosting of the Software licensed under this Agreement which is more fully described on Exhibit A, attached hereto and incorporated herein by this reference(collectively"Products"). nn Agreements Form No. CUSTOMER's Id als c, A Software License Agreement 0001.002 A Software Maintenance and Support Agreement 0001.003 �r�'u , Ill)i ' Professional Services Agreement 0002.001 f�i' Application Hosting Agreement 0003.001 • ,'' This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedesIaII,l4�rior or contemporaneous agreements, negotiations, representations and proposals, written or oral between GOVPARNtR and CUSTOMER. This Agreement is not an acceptance of any conflicting terms and conditions and will prevail over any conflicting CUSTOMER's terms and conditions. Only a writing executed by authorized representatives of the parties and referenced as an amendment to this Agreement may modify, supplement,or change this Agreement. BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND CONDITIONS ON THE 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 (J CITY OF CHINO HILLS By Jon 4 . RaD(LI6UC2 By GWENN NORTON—PERRY / (Type or print name) 7. (Signature) / / I(S /ignats) L_, / a'/ Tit MAYeR \ Date August 27, 2002 Title PreSider)F Attest:O -/nS LINDA D. RUTH Date Aoqusk 1 2.002- Title CITY CLERK Date' A„o„c - 77, 7002 1 Form No.0001.001 General Terms and Conditions 1. Payment Terms. GOVPARTNER will invoice that CUSTOMER promptly notifies CUSTOMER on a one-time or periodic basis for all GOVPARTNER of the action and gives license fees, maintenance and support charges and GOVPARTNER full authority, information and service fees and hosting fees for the Software (herein assistance for the action's defense. "Fees"). CUSTOMER must pay each invoice within GOVPARTNER will pay all damages and costs Thirty (30) days from invoice date, unless otherwise awarded therein against CUSTOMER, but shall specified in the applicable agreement. CUSTOMER not be responsible for any compromise made must pay each invoice for a delivery within Thirty(30) without its consent. GOVPARTNER may, at any days from invoice date without regard to other time it is concerned over the possibility of such scheduled shipments. Invoices not paid when due an infringement, at its option and expense, will have a 1.5 percent per month interest charge or replace or modify the Products so that the highest lawful rate, whichever is less, assessed infringement will not exist, or remove the against the unpaid balance from the date of invoice Products involved and refund to CUSTOMER the until the date of payment. All payments made under price as depreciated by an equal annual amount this Agreement shall be paid in United States dollars. over five(5)years. 2. Proprietary Rights and Confidential Information. B. GOVPARTNER shall have no liability to CUSTOMER if any Intellectual Property A. Certain information and materials supplied by infringement or claim thereof is based upon the GOVPARTNER with the Products such as, use of the Products in connection or in without limitation, the Services, Deliverables, combination with equipment, devices, or software manuals, diagrams, drawings, plans, flowcharts, not supplied by GOVPARTNER or used in a software, technical processes and formulae, manner not expressly authorized by this source codes, product designs, sales, costs and Agreement or in a manner for which the Products other unpublished financial information, product were not designed, or if the claim of infringement and business plans, usage rates, relationships, would have been avoided but for CUSTOMER's projects and data, are GOVPARTNER use of software other than the latest, unmodified confidential or proprietary trade secrets and release of Software made available to GOVPARTNER furnishes them solely to assist CUSTOMER by GOVPARTNER. CUSTOMER in the installation, operation and use of the Products (the "Confidential C. CUSTOMER shall indemnify and hold Information"). CUSTOMER must not reproduce, GOVPARTNER harmless from any loss, cost or copy or disclose such information except as is expense suffered or incurred in connection with reasonable and necessary to properly use the any claim, suit or proceeding brought against Products. Nothing herein shall restrict GOVPARTNER so far as it is based on a claim CUSTOMER from complying with its obligations that the use, sale or licensing of any Products under the Public Records Act, but CUSTOMER delivered hereunder and modified or altered or shall give GOVPARTNER five days prior notice combined with any products, device, or software before any release under the Act of not supplied by GOVPARTNER hereunder GOVPARTNER confidential information. constitutes an infringement because of such modification,alteration or combination. B. CUSTOMER acknowledges and agrees that GOVPARTNER shall suffer irreparable injury not 4. Limitation of Liability. GOVPARTNER will not be compensable by money damages and therefore liable for any loss or damage claimed to have resulted shall not have an adequate remedy at law in the from the use, operation or performance of the event of an unauthorized use of any of Products or related in any way to their acquisition, GOVPARTNER's proprietary rights or an regardless of the form of action. In no event will unauthorized use or disclosure of any of GOVPARTNER be liable to CUSTOMER for (a) any GOVPARTNER's Confidential Information in special, indirect, incidental or consequential damages, breach of the provisions of this Agreement. even if GOVPARTNER has been advised of the Accordingly, GOVPARTNER shall be entitled to possibility thereof, (b) any damages resulting from injunctive relief to prevent or curtail any such latent defects, loss of data or profits. GOVPARTNER breach,threatened or actual. The foregoing shall shall be liable for actual damages resulting from a be in addition and without prejudice to such rights material breach of this Agreement in an amount less that GOVPARTNER may have at law or in equity. than or equal to, but not in excess of, the fees paid hereunder. However, GOVPARTNER shall be liable 3. Infringement Indemnification for actual damages, regardless of the amount, for A. GOVPARTNER will defend any action, suit or personal injury or property damage directly resulting from gross negligence or intentional misconduct on proceeding brought against CUSTOMER if based the part of GOVPARTNER. on a claim that the Products delivered hereunder infringes any United States patent or copyright of 5. Taxes. CUSTOMER shall pay all taxes, levies and any third party ("Intellectual Property") provided similar governmental charges, however designated, 2 Form No.0001.001 and all liabilities with respect thereto which may be California, select the mediator. If mediation does not imposed by any jurisdiction, including, without resolve the dispute, the parties agree to submit the limitation, customs, privilege, excise, sales, use, dispute to binding arbitration with an arbitrator value-added and property taxes levied or based on mutually selected by them. If the parties are not able gross revenue or operation of this Agreement, except to agree upon an arbitrator, the parties will refer the those taxes based upon GOVPARTNER's net dispute for arbitration to the Judicial Arbitration and income. Mediation Service in San Diego, California, which shall select the arbitrator. Each party will bear its own 6. Export. CUSTOMER agrees that the Products costs of mediation and arbitration, except that the purchased hereunder will not be exported directly or mediator's and arbitrator's fees shall be paid equally indirectly, separately or as part of any system,without by each party. first obtaining a license from the U.S. Department of Commerce or any other appropriate agency of the U.S. Government,as required. 7. Assignment. Neither party may assign, voluntarily or by operation of law, any of its rights or obligations in this Agreement except with the other party'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.. 8. 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. 9. Force Majeure. If any cause beyond either party's reasonable control prevents that party from performing under this Agreement by a given date or time, that party's performance will be automatically postponed. 10. Choice of Law. The laws of the State of California will govern the construction and operation of this Agreement without regard to the conflict of laws provisions thereof. 11. Severability. The invalidity of any provision of this Agreement will not affect the validity and binding effect of any other provision. 12. 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. Notices to CUSTOMER must be sent to the attention of Assistant City Manager and 13. Disputes. Any dispute regarding this Agreement shall be resolved by the alternate dispute resolution process stated in this Section 14. 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, 3 Form No.0001.001 EXHIBIT A Fees for Software Licenses, Software Maintenance and Support, Professional Services, and Application Hosting. Check box to indicate software licensed in addition to support&maintenance and services requested,if applicable: I. Software License Fee: ll Community DevelopmentPartner Permitting Module-$40,000.00 one time fee(unlimited users),due within 15 days of execution of Agreement. El ReservePartner Software License Fee for hosted Software included in monthly hosting fee (periodic license fee as part of Application Hosting Fees outlined in Section IV). II. Annual Software Maintenance and Support Fee: O Community DevelopmentPartner Permitting Module—1st year after implementation at no additional fee,2ntl year$6,000 per year III. Professional Services Fee: ❑O Community DevelopmentPartner implementation. $40,000 fixed fee ® ReservePartner implementation $25,000 fixed fee IV. Application Hosting Agreement: © ReservePartner $1,500 per month,beginning upon completion of implementation-includes all maintenance,support and upgrades. 4 Form No.0001.001 i 1111111 GOVPARTNER Software License Agreement Master Agreement No. 35 This Software License Agreement (the "Software License 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 Chino Hills(the"CUSTOMER")with an address of 2001 Grand Avenue-Chino Hills, CA 91709 (the "CUSTOMER") is an addendum to the Master Agreement Terms and Conditions between GOVPARTNER and CUSTOMER dated this /...?>MMay of&p, 2002(the"Master Agreement"). Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement. CUSTOMER AGREES TO INITIAL HERE AND IN THE APPROPRIATE SPACE ON THE FACE OF THE MASTER AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS SOFTWARE LICENSE AGREEMENT APPLY. CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORAT`I k 'ND MADE A PART OF THE MASTER AGREEMENT: ' , CUSTOMER's Initials (/,�� The following are the terms and conditions under which o ✓ GOVPARTNER licenses its standard Software listed on C. If CUSTOMER is una le to operate the Software Exhibit A to the Master Agreement, as modified from time on the System due t an uipment malfunction, to time. the license to us th Software may be transferred tempora ly to another Client or 1. Grant of License Server during the period of equipment malfunction. A. Each Software product, including all data programs or set of programs, or routines and D. Title to and ownership of the Software and any subroutines, consisting of a series of instructions portions (or any modifications, translations, or or statements in machine readable form, and derivatives thereof, even if unauthorized) and all including any documentation relating to or applicable rights in patents, copyrights and trade describing such Software, such as, but not limited secrets and any other proprietary rights in the to manuals, online documentation and user Software shall remain exclusively with instructions, flow charts, database schemas and GOVPARTNER. Software provided hereunder is improvements or updates provided by valuable, proprietary and unique, and GOVPARTNER (collectively "Software"), is CUSTOMER agrees to be bound by and observe furnished to CUSTOMER under a personal, non- the proprietary nature thereof as provided herein. exclusive, nontransferable limited license solely CUSTOMER agrees to take diligent action to for CUSTOMER's own internal use on fulfill its obligations hereunder by instruction or CUSTOMER's servers and client devices agreement with its employees or agents (whose ("System") in compliance with this license and all confidentiality obligations shall survive applicable laws and regulations. CUSTOMER termination of employment or agency) who are agrees that this license does not permit permitted access to the Software. Such access CUSTOMER to: (1) use the Software for a shall only be given on a need-to-know basis. service bureau application or (2) sublicense the Except as set forth in this Software License Software. Agreement or as may be permitted in writing by GOVPARTNER, CUSTOMER shall not use, B. The Software may only be copied, in whole or in provide or otherwise make available the Software part (with the proper inclusion of or any part or copies thereof to any third party. GOVPARTNER's copyright notice and any other CUSTOMER shall not reverse engineer, designation, required or proprietary notice and/or decompile or disassemble the Software or any trademarks on such Software), as may be portion thereof, nor otherwise attempt to create or necessary or incidental for archival purposes or derive the source code. CUSTOMER to replace a worn or defective copy. acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part 1 Form No.0001.002 thereof may cause irreparable injury to 3. Clients are personal computers, GOVPARTNER, who may therefore be entitled to minicomputers, mainframes, workstations injunctive relief to enforce these license and terminal devices that interact with Server restrictions, in addition to any other remedies Software and have been approved by available at law, in equity, or under the Master GOVPARTNER for operation of Software. Agreement. 4. Client Software is a copy of Software 2. License Fees. Software is licensed for either a one- residing on a Client that interacts with Server time license fee or a periodic licensing fee. The Software. license fee for the Software, including the Fees are set forth on Exhibit A of the Master Agreement. All B. CUSTOMER agrees to license the Software as Software will be delivered from GOVPARTNER's follows: facility in San Diego, California. 1. For Client Software - one copy of Client 3. Installation and Acceptance Software for each Client that accesses any Server Software. A. CUSTOMER shall be responsible for installation of the Software. At CUSTOMER's request and 2. For Server Software - one copy of Server on terms to be agreed upon, GOVPARTNER will Software for each base system. install the Software. GOVPARTNER's installation services are limited to loading the C. GOVPARTNER may audit CUSTOMER's Software onto properly configured Server and Software usage remotely or on-site during Clients and testing the Software. Installation, service calls or upon reasonable notice during whether performed by GOVPARTNER or standard business hours. CUSTOMER will provide for an Acceptance of 6. Termination. Notwithstanding the foregoing, the installation by the CUSTOMER. Acceptance GOVPARTNER shall have the right to terminate shall mean that the installed/loaded Software has CUSTOMER's license if CUSTOMER fails to pay any gone through a reasonable testing and and all required license fees or otherwise fails to acceptance period. CUSTOMER shall be comply with these license terms and conditions. responsible for configuring and installing any required disk storage systems, database Upon expiration of the license term or upon notice of applications, network software, application such termination, CUSTOMER shall immediately servers, systems and computer terminals and return or destroy the Software and all portions and workstations prior to installation of the Software. copies thereof as directed by GOVPARTNER and, if Installation will be deemed successful and requested by GOVPARTNER, shall certify in writing completed when the Software is loaded on a as to the destruction or return of the same. Any Client and/or Server, has gone through termination of the license shall automatically Acceptance and is ready for use (the"Installation terminate service under a Software Maintenance and Date"). Support Agreement or an Application Hosting Agreement between the parties. All confidentiality B. At CUSTOMER's request, and on terms to be and non-disclosure obligations shall survive any such agreed upon separately, GOVPARTNER shall termination. CUSTOMER shall have the right to provide pre-installation support, installation terminate its license for certain GOVPARTNER support, training, and consulting services for the Software as provided in section 7. B. Software pursuant to a Software Maintenance 7and Support Agreement and Professional Limited Warranty Services Agreement. A. GOVPARTNER warrants that it has good and 4. Term. Unless terminated by GOVPARTNER in clear title to or has the right to sublicense the accordance with this Software License Agreement, Software being licensed hereunder, free and the term of each paid license shall be perpetual. clear of all liens and encumbrances. 5. Types of Software Licenses. B. GOVPARTNER warrants for a period of one (1) year from date of successful implementation, A. For purposes of this Agreement, the following Software used in a manner for which it was definitions shall apply: designed will generally conform to the applicable GOVPARTNER documentation provided at the 1. Servers are personal computers, completion of implementation. GOVPARTNER's minicomputers, mainframes, workstations sole obligation and liability hereunder shall be to and terminal devices that interact with Client use reasonable efforts to remedy any substantial Software and have been approved by non-conformance which is reported to GOVPARTNER for operation of Software. GOVPARTNER in writing within the warranty period. In the event GOVPARTNER fails to 2. Server Software is a copy of Software remedy any substantial non-conformance within residing on a Server or multiple Servers. thirty (30) days after CUSTOMER reports it in writing to GOVPARTNER during the warranty period, CUSTOMER may terminate this License 2 Form No 0001 002 by written notice to GOVPARTNER. Upon notice of such termination, CUSTOMER shall immediately return or destroy the Software relating to such module and all portions and copies thereof as directed by GOVPARTNER and, if requested by GOVPARTNER, shall certify in writing as to the destruction or return of the same, and GOVPARTNER will refund to CUSTOMER the CommunityDevelopmentPartner license fee in Exhibit A of the Master Agreement which has been paid by CUSTOMER to GOVPARTNER for the Software module. Any termination of the license shall automatically terminate service under a Software Maintenance and Support Agreement between the parties related to such Software module. All confidentiality and non-disclosure obligations shall survive any such termination C. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THIS SOFTWARE LICENSE AGREEMENT, THE MASTER AGREEMENT, OR THE SOFTWARE LICENSED HEREUNDER. 3 Form No.0001.002 11111111' GOVPARTNER Software Maintenance and Support Agreement Master Agreement No. 39 This Software Maintenance and Support Agreement (the "Software Support 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 Chino Hills (the"CUSTOMER")with an address of 2001 Grand Avenue-Chino Hills, CA 91709 (the "CUSTOMER") is an aqdendum� to the Master Agreement Terms and Conditions between GOVPARTNER and CUSTOMER dated this /3'"tday of4r ,_2002(the"Master Agreement"). Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement. CUSTOMER AGREES TO INITIAL HERE AND IN THE APPROPRIATE SPACE ON THE FACE • HE MASTER AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS SOFTWARE SUPPORT AGREEMENT''PPLY. USTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORA . Di ND MADE A PART OF THE MASTER AGREEMENT: CUSTOMER's Initials AAP The following are the terms and conditions under which releases to comply th is provision, at no GOVPARTNER provides Support (the "Support") for the additional cost to CUSTOMER. Software indicated in the Support Subscription Order Form GOVPARTNER will support licensed (the "Order Form") covering the Software listed in Exhibit A Software located on the System. to the Master Agreement, as modified from time to time. GOVPARTNER will use commercially 1. Maintenance reasonable efforts to respond to CUSTOMER calls according to the priority A. Hours of Support Availability. Payment of the level of the call described in the Order Form. standard Support Charges(as defined in Section 5) GOVPARTNER will resolve the entitles CUSTOMER to Support during the Principal CUSTOMER's call in a commercially Period of Maintenance("PPM"). The PPM is a nine reasonable period. Support also includes the hour continous daily time period between the hours use of upgrade Software releases, as of 8:00 AM and 5:00 PM, local time, Monday through Friday, excluding holidays or such holidays deemed appropriate by GOVPARTNER. as observed locally by GOVPARTNER. All Support Any rendering of supplemental maintenance subsequently added shall have the same PPM. Support by GOVPARTNER that is not Support for severe problems, as defined in the provided for in the Order Form, including Order Form, also will be provided outside the PPM. extended coverage, upgrade of Software B. Scope of Support. Support includes the releases and consulting will be performed at to and resolution of CUSTOMER- GOVPARTNER's discretion upon receipt of response a Work Order or appropriate payment, and, encountered problems with the Software as if performed, will be charged to CUSTOMER reported to GOVPARTNER by CUSTOMER. at current prices and terms then in effect. Resolution of CUSTOMER-encountered CUSTOMER may request that problems shall, at GOVPARTNER's option, GOVPARTNER escalate the priority level of consist of (1) maintenance provided through a support request, in which case telephone or electronic support as described GOVPARTNER will not unreasonably deny on the Order Form; (2) correction of any such an escalation in priority level. defect in the Software program that materially and adversely affects the use of the Software C. Support Limitations. Any Support is dependent as described in GOVPARTNER's upon the use by CUSTOMER of unmodified documentation or (3) delivery of bug fixes or Software (except as authorized by workarounds limited to the current or GOVPARTNER pursuant to a Professional immediate prior Software release. Services Agreement) operated in accordance GOVPARTNER will make available Software with GOVPARTNER's documentation. Software Support specifically excludes the following: (1) 1 Form No.0001.003 Support to a version of Software other than the Support Charges in advance in accordance with current or immediate prior release; (2) efforts to the Order Form shall begin on the restore a release of the Software beyond the Commencement Date. current or immediate prior release; (3) efforts to restore CUSTOMER data beyond the most recent B. If this Software Support Agreement first goes into back-up. effect at any other time, the initial term shall begin on the date of the applicable Order Form D. End of Support Life. GOVPARTNER periodically and end twelve (12) months thereafter, with announces the End of Support Life (EOSL) for payment in advance for one year of Support Software. GOVPARTNER will notify the Charges. The Commencement Date for CUSTOMER signatory or designee in writing or by Software add-ons and/or upgrades will be the electronic mail a minimum of one hundred and Delivery Date and the term of Support and eighty (180) days prior to the Support related Support Charges shall be coterminous discontinuance. After the EOSL, telephone and or with the term of Support applicable to the web-based support limited to current available fixes Software initially covered. will be available on a commercially reasonable efforts basis at prevailing prices. C. After the initial term, Support shall continue under the terms and conditions set forth herein from 2. CUSTOMER's Responsibilities. CUSTOMER is year to year, unless terminated by either party responsible for maintenance and installation of any upon ninety (90) days advance written notice to common carrier equipment or communication Support the other party. related to the operation of the Software and not furnished by GOVPARTNER. CUSTOMER is also 5. Support Charges responsible for charges incurred for communication facilities at CUSTOMER's facilities, whether incurred by A. Definition. "Support Charges" are the total CUSTOMER or by GOVPARTNER Support annual charges for the Support Program set forth representatives while performing Support on the on the Order Form. After the initial term and Software. CUSTOMER is responsible for performing upon forty-five (45) days written notice, Software back-ups in accordance with published GOVPARTNER may change its Support Charges documentation. CUSTOMER shall notify then in effect. If the Support Charges are GOVPARTNER of any Software failure and shall allow increased, CUSTOMER may terminate Support GOVPARTNER reasonable access to the Software for as of the effective date of such increase, upon performing Support. CUSTOMER must provide fifteen (15) days written notice to GOVPARTNER with modem access to the Software to GOVPARTNER. If CUSTOMER does not perform remote support. CUSTOMER will designate no terminate Support as provided for herein,the new more than eight (8) Authorized Contacts as Support Charge shall become effective on the GOVPARTNER trained System Administrators trained date specified in the notice. in the operating system, database (including back-up B. Invoices. Support Charges will be invoiced and restore) and GOVPARTNER tools and applications purchased by the CUSTOMER. Support calls must be annually in advance, and any one-time charge placed to GOVPARTNER by a GOVPARTNER trained will be invoiced as incurred. Partial invoicing will contact, as listed in the attached CUSTOMER be prorated on the basis of a thirty-day (30-day) Authorized Contact Information Form. month. CUSTOMER shall pay all invoices in full within thirty (30) days of receipt of the invoice 3. Software Modification. GOVPARTNER will not be regardless of whether or not CUSTOMER utilizes responsible to CUSTOMER for loss of use of the Support every month during the term. All Software or data or for any other liabilities arising from amounts payable under this Software Support alterations, additions, adjustments or repairs which are Agreement shall be paid in United States dollars. made to the Software by third parties other than C. Default. CUSTOMER will be in default if authorized representatives of GOVPARTNER, or at the direction of GOVPARTNER. GOVPARTNER reserves amounts due within forty-five (45) days after the right to terminate this Software Support Agreement receipt of invoice have not been paid or upon written notice to CUSTOMER if any such CUSTOMER fails to perform any of its obligations alteration, addition, adjustment or repair adversely hereunder. CUSTOMER's default will constitute affects GOVPARTNER's ability to render maintenance sufficient cause for GOVPARTNER to suspend or Support to the Software. terminate Support under this Software Support Agreement. 4. Term and Applicability to Other Agreements 6. LIMITED WARRANTY. THE SUPPORT A. If CUSTOMER elects at the same time as it OBLIGATIONS SET FORTH IN THIS SOFTWARE executes a Software License Agreement to have SUPPORT AGREEMENT ARE IN LIEU OF ALL this Software Support Agreement apply, then: (a) WARRANTIES, EXPRESS OR IMPLIED, the initial term shall begin on the Commencement INCLUDING, WITHOUT LIMITATION, ANY Date of the Software to the CUSTOMER and end WARRANTIES OF MERCHANTABILITY OR twelve (12) months after the Delivery Date, (b) the FITNESS FOR A PARTICULAR PURPOSE. Commencement Date for Support Charges will be SUPPORT PROVIDED UNDER THIS SOFTWARE upon the date the Software is implemented SUPPORT AGREEMENT DOES NOT ASSURE THE successfully on CUSTOMER's System (the UNINTERRUPTED OPERATION OF THE "Commencement Date"), (c)payment of one year of SOFTWARE. 2 Form No.0001.003 111111w •GOVPARTNER CUSTOMER Support Subscription Order Form CUSTOMER:The City of Chino Hills E-mail Address: CUSTOMER Contact: Phone: Fax: Address: City,State or Province: Zip Code or Postal Code: Country: Description Response Time Means of Contact Support* Level 1: Severe problems rendering software application Response**within 4 hours,without Telephone,e-mail, substantially inoperable regard to PPM pager/mobile phone Level 2: Problems significantly affecting operability, but Response'within 8 hours Telephone,e-mail which do not render application inoperable Level 3: Problems preventing application from functioning as Response**within 24 hours Telephone,e-mail designed, but which do not significantly affect operability or render application substantially inoperable Level 4: Less critical problems for which an acceptable work Will be considered and addressed Telephone,e-mail, around is developed as part of normal product letter enhancement cycle *Support shall include(1)remote diagnostic/troubleshooting **Response means begin actively via dial up or Internet connection; (2)establishment of a FAQ working on solution 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. 3 Form No.0001.003 i 1111111' GOVPARTNER CUSTOMER Authorized Contact Information Form General Information - CUSTOMER:The City of Chino Hills 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: Trained Contact Name: Title: Phone Number: Fax Number: E-mail or Internet Addr: Pager Number: Trained Contact Name: Title: Phone Number: Fax Number: E-mail or Internet Addr: I Pager Number: 4 Form No.0001.003 f 11111111 GOVPARTNER Professional Services Agreement Master Agreement No. 3 9 This Professional Services Agreement (the "Professional Services 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 Chino Hills(the"CUSTOMER")with an address of 2001 Grand Avenue-Chino Hills, CA 91709 (the "CUSTOMER") is an addendum to the Master Agreement Terms and Conditions between GOVPARTNER and CUSTOMER dated this/3mday of/.c.ed, 2002 (the "Master Agreement") and shall govern the provision of Services provided by GOVPARTNER hereunder. uu Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement. CUSTOMER AGREES TO INTIAL HERE AND IN THE APPROPRIATE SPACE ON THE FACE OF THE MASTER AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS PROFESSIONAL SERVICES AGREEMENT APPLY. CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHIC .frig 1�, ORPORATED IN AND MADE PART OF THE MASTER AGREEMENT. 77 jj ;n CUSTOMER's Inti. s' Y 1. Services acceptance of del' era es, schedule for performance and cos for providing the A. The professional consulting services and requested Services. is understood that the deliverables to be performed or delivered by WO may be amended by mutual written GOVPARTNER under this Professional agreement. If there is any conflict of terms Services Agreement may include, but are not between this Professional Services limited to: consulting, network engineering, Agreement and the WO, then the systems integration, hardware installation, Professional Services Agreement shall special studies, installation evaluations, control. custom modification, tools/utilities components, programming and D. Hours of Service: Services will be provided documentation, data conversion, application during the hours of 8:00 a.m. to 5:00 p.m. design and development, systems analysis Monday through Friday excluding holidays or and design, conversions, implementing such holidays as observed locally by planning and implementation of the Software GOVPARTNER. CUSTOMER may request pursuant to CUSTOMER's Work Order in writing extended hours beyond the normal (collectively referred to as the "Services"). hours of service at the prevailing surcharge ON-site support is available to resolve rates. severe problems rendering software application substantially inoperable and to E. CUSTOMER shall furnish GOVPARTNER, perform upgrades. at CUSTOMER's expense, all technical data and information as may be determined by B. During the term of this Professional Services GOVPARTNER to be necessary to furnish Agreement, the CUSTOMER may submit the Services in the WO. CUSTOMER shall orders to GOVPARTNER. Upon acceptance grant GOVPARTNER access to the System by GOVPARTNER, each order shall become at such times and so configured as may be part of and be subject to the terms and required for the adequate delivery of the conditions of this Professional Services Services. Agreement. GOVPARTNER shall not withhold acceptance unreasonably. F. GOVPARTNER tools/utilities components and custom modifications (hereinafter C. For each order issued and accepted by "Components") developed by GOVPARTNER, the parties shall mutually GOVPARTNER to enhance the functionality agree to and attach a work order("WO")with of GOVPARTNER Software for the written estimate of the tasks, deliverables, applicable CUSTOMER solution may be 1 Form No.0002.001 described and the associated fees therefor be billed to the CUSTOMER as a separate may be set forth in the applicable WO. The line item on each invoice. rights to use these Components are granted in accordance with Section 7 hereunder. In 4. Change Orders addition, continuing support for the specified Components may be ordered under A. In the event that either party desires to GOVPARTNER's Software Maintenance and change the scope of the Services for any Support Agreement. reason which is not within the scope of the WO, such party (referred to for convenience G. GOVPARTNER shall use reasonable efforts as the "requesting party") shall submit to the to perform the Services to be provided other party (referred to for convenience as hereunder, but GOVPARTNER will not be the "receiving party") a request for a change responsible for any delays resulting from to the scope of the Services (a "Change circumstances beyond its control. Order'). Each Change Order shall set forth in reasonable detail the nature of the change 2. Term in the Services being requested, the recommended increase in personnel or other This Professional Services Agreement shall resources, if any, and any impact of the commence effective on the date of acceptance Change Order will have on the WO by GOVPARTNER and shall remain in force until schedule, once the Change Order is terminated with thirty (30) days prior written implemented. The receiving party will use notice from either party. Completion of any commercially reasonable efforts to review ordered Services or the absence of orders for and respond to the Change Order within ten additional Services shall not terminate this (10) business days after receipt of the Professional Services Agreement, it being the Change Order. The receiving party may intent of the parties to keep this Professional approve, propose modifications to or Services Agreement in effect in the event of disapprove of the requested Change Order. future orders for Services unless otherwise Nether party shall unreasonably disapprove notified by either party in writing. a Change Order presented by the other. If the receiving party disapproves of the 3. Charges requested Change Order, the receiving party shall provide to the requesting party in A. The CUSTOMER agrees to pay for all writing, within the ten (10) day response Services delivered by GOVPARTNER, period, the reasons for denying the including reasonable travel, subsistence and requested Change Order. In the event the lodging in accordance with GOVPARTNER's parties fail to agree on a specific Change established rates and minimums in effect Order, GOVPARTNER shall continue to when the Services are rendered. provide the Services at the service level Additionally, the CUSTOMER agrees to provided that the WO s met. reimburse GOVPARTNER for any special or GOVPARTNER shall have the right to unusual expenses incurred at the allocate its resources to the extent CUSTOMER'S specific request. necessary to achieve such mutually agreed to service levels. B. Unless a prepaid order is received, B. A stop work notice or a request for CUSTOMER will be invoiced monthly for suspension of performance by the Services rendered in the previous month or CUSTOMER shall be considered a change in accordance with the milestone payment order under this Section. Any resumption of schedule in the WO attached to each order. the Services shall require a mutual review All invoices are due and payable within 30 and written acceptance of the applicable WO days. Invoices not paid when due will have and any changes or amendments thereto. a 1.5 percent per month interest charge or the highest lawful rate, whichever is less, assessed against the unpaid balance from 5. Change Control and Supervision the date of the invoice until the date of payment. CUSTOMER shall pay all costs A. All changes must be documented in writing involved in collecting its overdue accounts and signed by the requesting party. The including reasonable attorneys'fees. assigned Professional Services Project Manager will analyze these requests and C. All charges and rates are exclusive of all generate an initial assessment as to the sales, use and like taxes. Such taxes are impact on the WO's cost and/or schedule the responsibility of the CUSTOMER and will within five business days. 2 Form No 0002.001 (i) Changes that do not affect the cost However, GOVPARTNER shall not be and/or schedule of the required to protect Information which (i) is or Services/Deliverables will be handled becomes publicly available, (ii) is already in within the WO. The Project Manager GOVPARTNER's or its related companies' may take three actions: authorize the possession, (iii) is independently developed proposed change, deny the proposed by GOVPARTNER or its related companies change; or request additional outside the scope of this Professional information. Services Agreement, or (iv) is rightfully obtained from third parties. (ii) Changes that affect cost and/or GOVPARTNER's obligations under this schedule of the Services/Deliverables Paragraph 6.A shall cease immediately upon will be reported to the CUSTOMER, with return to CUSTOMER of such Information. the applicable pricing and schedule impact of the requested change to the B. GOVPARTNER shall not be required to WO. protect any ideas, concepts, know-how, or techniques relating to data, electronic B. While present on the CUSTOMER's document processing and image processing premises and performing Services under this developed or resulting from the Information Professional Services Agreement, or the Services provided under this GOVPARTNER and its Consultant(s) shall Professional Services Agreement. conform to CUSTOMER's published policies and procedures and shall abide by 7. Rights in Software, Deliverables & CUSTOMER's directions which are Components consistent with the WO. Title to and ownership of all written material, C. It is the express intention of the parties that including without limitation all software, GOVPARTNER and /or its employees or including the Software, results and proceeds contractors is an independent contractor and of the Services,the Components and any not an employee, agent or partner of and all deliverables provided to CUSTOMER CUSTOMER. Nothing in this Professional under this Professional Services Agreement, Services Agreement shall be interpreted as including but not limited to software, creating the relationship of employer and magnetic and optical disks,tapes, listings employee between the GOVPARTNER and other software documentation employees or contractors and CUSTOMER. (collectively referred to as"Deliverables") and all proprietary rights therein shall at all D. Should a GOVPARTNER employee or times remain with GOVPARTNER; however, contractor be unable to perform the CUSTOMER shall have title to and scheduled Services under this Professional ownership of all Deliverables,other than Services Agreement because the illness, software,first developed or created by resignation or other causes beyond GOVPARTNER for CUSTOMER under this GOVPARTNER's control, GOVPARTNER Professional Services Agreement . will attempt to replace such employee or GOVPARTNER, subject to the payment by contractor within a reasonable time. CUSTOMER of all charges related to the Services, grants to CUSTOMER a personal, 6. Proprietary Information non-exclusive, non-transferable, limited license to use Deliverables furnished to A. In order to perform the Services under this CUSTOMER by GOVPARTNER under this Agreement, CUSTOMER may, from time to Professional Services Agreement. All other time, disclose to GOVPARTNER certain Software and related Documentation information respecting CUSTOMER's furnished hereunder shall be subject to the technical, financial, statistical and personnel Master Agreement and the Software License data, (hereinafter "Information"). Any such Agreement. Except and to the extent Information which is submitted in writing to expressly provided in this section, no license GOVPARTNER by the CUSTOMER and or other right is hereby transferred or granted which is clearly and conspicuously marked to CUSTOMER, including any license by implication,estoppel or otherwise, under any as confidential shall be protected by ed patent,trade secret, trademark or copyright. GOVPARTNER against unauthorized disclosure by using the same degree of care of discretion that GOVPARTNER uses with similar Information which GOVPARTNER does not want disclosed to third parties. 3 Form No.0002.001 8. Employees sums due terminating party, (b) the other party admits in writing its inability to pay its debts A. The parties recognize that GOVPARTNER's generally as they become due, or executes an employees or contractors provided under assignment or similar document for the benefit of this Professional Services Agreement may creditors, (c) subject to applicable law, the perform similar services to the Services from appointment of a receiver, trustee in bankruptcy time to time for third parties. Accordingly, or similar officer for the equity or assets of the this Professional Services Agreement shall other party, (d) there is an assignment of this not prevent GOVPARTNER from performing Professional Services Agreement without the such similar services or restrict prior written consent of the terminating party; and GOVPARTNER's use of the same (e) such event(s) is not remedied or cured to the employees or contractors provided under reasonable satisfaction of the terminating party this Professional Services Agreement. within thirty (30) days after the terminating party has sent written notice to the other party. B. CUSTOMER and GOVPARTNER Termination shall not be the terminating party's acknowledge and agree that exclusive remedy and no such termination shall GOVPARTNER's employees provided under adversely affect any claim, right or action which this Professional Services Agreement are the terminating party may have for damages or highly important to the success of otherwise against the other party regarding any GOVPARTNER in fulfilling the intent of this failure of the other party to perform or observe its Professional Services Agreement. obligations to the terminating party.. • Accordingly, CUSTOMER agrees that they will not, either directly or indirectly, solicit, 10. Proprietary Rights divert or hire, or attempt to solicit, divert or hire any GOVPARTNER employees Certain information and materials delivered engaged in providing the Services under this under the WO by GOVPARTNER hereunder Professional Services Agreement at any time such as, without limitation, the Deliverables, are during the term of this Professional Services confidential and proprietary trade secrets of Agreement and for a period of twelve (12) GOVPARTNER and are furnished solely to months after completion of the Services. assist CUSTOMER under the WO. All such Confidential Information shall be so marked and 9. Termination CUSTOMER shall treat such information confidential and abide by the terms of such Each party shall have the right to terminate this markings, and not reproduce or copy such Professional Services Agreement upon the information except as is reasonable and occurrence of any of the following events (a) the necessary under the WO. Nothing herein shall other party fails to perform or observe any of its restrict CUSTOMER from complying with its obligations to terminating party under this obligations under the Public Records Act, but Professional Services Agreement, including, CUSTOMER shall give GOVPARTNER five without limitation, the timely payment of any days prior notice before any release under that Act of GOVPARTNER confidential information. Form No.0002.001 d Work Order No. 1 Master Agreement No._ Schedule A Implementation Services: I. CommunityDevelopmentPartner Permitting module 1. Conduct pre-implementation planning and requirements definition meetings (2 meetings) 2. Conduct technology review and provide guidance on server specifications (1 meeting) 3. Install and configure Microsoft SQL Server database on Chino Hills server(Server hardware and Microsoft SQL Server to be provided by City). 4. Load initial parcel and address data (provided by City from GIS application) into CDP and obtain City approval of parcel and address data. 5. Configure CDP Permitting Module setup options for Chino Hills building permit process. 6. Test CDP application. 7. Install standard MS Access reports. 8. Train staff and managers. II. ReservePartner for Parks and Recreation 1. Conduct pre-implementation planning and requirements definition meeting to establish class registration, catalogue and facility reservation requirements. 2. Configure ReservePartner database and webpages for Chino Hills catalogue, classes and facilities. Modifiy ReservePartner to permit online registrations without a simultaneous credit card payment. Application will show a balance due until a payment is recorded in the application by City staff. 3. Test ReservePartnerapplication. 4. Train staff and managers. Training: 1. Provide onsite administrator, technical staff and user training for CommunityDevelopmentPartner Permitting Module (2 Days). 2. Provide onsite administrator and user training for ReservePartner (2 Days) Form No 0002.001 5 Progress Payments Comm un itvDeveloomentPartner Progress payments based on the following milestones: 15% due after initial implemention meeting for CommunityDevelopment Partner Permitting Module. 15% upon completion of initial technology infrastructure review meeting 30% upon loading parcel and address data for CDP and installation of CDP Permitting Module Software on CITY server and workstation for testing purposes. 20% upon configuration of fee calculations and pull down screens. 10% upon completion of configuration of printed permit form, loading of application on workstatations and application testing. 10% upon completion of City staff training. ReservePartner Progress payments based on the following milestones: 15% due after initial implemention meeting for ReservePartner parks and recreation web application. 15% upon activation of empty ReservePartner web application on the Internet for configuration. 20% upon configuration of pull down screens, Chino Hills specific notices and disclaimers and text for customer service pages of web application. 30% upon loading City user list, class catalog and facilities 10% upon completion of application testing. 10% upon completion of City staff training. Customer to Provide: a) Microsoft SQL Server database license and server hardware for CommunityDevelopmentPartner. b) Computing environment, with requirements attached as Schedule B. c) Dedicated "always on" Internet connection from City's Local Area Network with a minimum DSL or T1 data rate. Any City firewall security device to be configured to permit two-way communication between hosted applications at GovPartner's data center and the City's server running the CommunityDevelopmentPartner database. d) Accurate parcel and related address and assessor data in acceptable electronic form. e) Verification and minor cleaning of converted parcel and address data. Extent of cleaning will depend on accuracy of source data. Form No.0002.001 f) Chino Hills building and public works fee calculation methodology and fee tables. g) Chino Hills community services catalog in electronic format (Microsoft Word, Acrobat, Pagemaker, or similar format) and fee structure. h) List of facilities and locations that can be reserved by the public and/or where activities are held, together with descriptions of same. I) Access to facilities for user training. Form No.0002.001 6 Work Order No. 1 Master Agreement No._ Schedule B Hardware, network and operating system requirements for GovPartner applications CommunityDevelopmentPartner(Back Office) Server Hardware Server Software Windows 2000-compatible database server with Microsoft Windows 2000 Server operating system. 256MB or greater of RAM, minimum 18GB of disk Microsoft SQL 2000 RDMS license for the appropriate storage (RAID 5 recommended), 800MHz or number of a) concurrent users or b) number of greater CPU, backup system and a network processors installed in database server attachment Client Software Client Hardware Windows application executable(s) from GovPartner Windows 98, NT 4.0 Workstation or Windows 2000 Workstation with RAM appropriate for the operating system, 500MB of disk storage for the application, 133MHz or greater CPU and a network attachment Network Software Environment Industry standard network software environments Network Hardware Environment supported (TCP/IP, NetWare, etc.) Industry standard network interfaces (typically Ethernet 10/100 network interfaces) ReservePartner(Internet) Client Hardware Client Software Any workstation connected to the Internet that is Any W3.org (World Wide Web Consortium) HTML 3.2 capable of supporting a W3.org compliant HTML compliant browser.Windows 98 or higher and Microsoft 3.2 browser. Computers that are five years or Internet Explorer 6.0 or higher for City staff. In order to older may process information so slowly and maintain session state cookies must be enabled. may not produce satisfactory results. Microsoft Word 2000 or higher is required to be installed on any City staff workstation that is downloading and Network Hardware Environment printing reports. Industry standard network interfaces (typically Ethernet 10/100 network interfaces and internet connections via T-1, T-3, DSL, etc.) Network Software Environment Industry standard network software environments supported (TCP/IP, LAN connections to the internet, dial- up connections to the Internet for public access) Form No.0002.001 11111111 GOVPARTNER Application Hosting Agreement Master Agreement No. 39 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 Chino Hills(the"CUSTOMER")with an address of 2001 Grand Avenue-Chino Hills, CA 91709 (the "CUSTOMER") is an ac�11pl1endum to the Master Agreement Terms and Conditions between GOVPARTNER and CUSTOMER dated this LP day of a4,..s, 2002 (the "Master Agreement") and shall govern the provision of Services provided by GOVPARTNER hereunder. Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement. CUSTOMER AGREES TO INITIAL HERE AND IN THE APPROPRIATE SPACE ON THE FACE OF THE MASTER AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS APPLICATION HOSTING AG- NT APPLY. CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH p Ij A 0 IN AND MADE A PART OF THE MASTER AGREEMENT: "� " ) CUSTOMER's Initial, 1. Hosting Services Professional Services Agree ent between GOVPARTNER and C TOMER. If A. Provided CUSTOMER is licensed to use GOVPARTNER is requested to provide GOVPARTNER Software pursuant to an custom modification, consulting, system enforceable Software License Agreement integration or other services, the terms for between GOVPARTNER and CUSTOMER such services shall be provided in such (the "Software"), GOVPARTNER will install Professional Services Agreement. and operate the host portion of the Software in GOVPARTNER's host computer system E. CUSTOMER shall have access to and be (the"Host Computer System"). permitted to use the Software via Internet facilities. The communications and network B. GOVPARTNER will provide all equipment, interoperability requirements for Internet software and services necessary for the access are as described in Exhibit B. operation and maintenance and support of the Host Computer System and the host F. The Hosting Computer System shall be used portion of the Software. GOVPARTNER by CUSTOMER only for purposes relating to may contract with third parties for all or part CUSTOMER's own use of the Software. of such equipment, software and services. CUSTOMER shall have no right to assign GOVPARTNER reserves the right to change any of its rights under this Application the configuration of the Host Computer Hosting Agreement. GOVPARTNER will not System and the host portion of the Software be responsible for any delays resulting from and to change or delete such equipment or circumstances beyond its control. software at any time, but GOVPARTNER shall make CUSTOMER's application G. GOVPARTNER will take reasonable compatible with such change or deletion precautions to guard against unauthorized without additional charge to CUSTOMER. access to CUSTOMER's data that is used or collected by the Software. However, C. GOVPARTNER will provide bandwidth for GOVPARTNER assumes no responsibility communication between CUSTOMER and that the Software will be used properly. its web users involving the Software as provided in Exhibit B. GOVPARTNER will 2. Maintenance back-up CUSTOMER'S data as provided in Exhibit B. A. Hours of Support Availability. Payment of the standard periodic Software license fees D. Installation and training procedures are as and application hosting fees entitles described pursuant to an enforceable CUSTOMER to Support during the Principal 1 Form No.0003.001 Period of Maintenance ("PPM"). The PPM is release; (3) efforts to restore CUSTOMER a nine hour continuous daily time period data beyond the most recent back-up. between the hours of 8:00 AM and 5:00 PM, local time, Monday through Friday, excluding D. End of Support Life. GOVPARTNER holidays or such holidays as observed locally periodically announces the End of Support by GOVPARTNER. All Support Life (EOSL) for Software. GOVPARTNER subsequently added shall have the same will notify the CUSTOMER signatory or PPM. Support for severe problems, as designee in writing or by electronic mail a defined in the Order Form, will be provided minimum of one hundred and eighty (180) outside the PPM. days prior to the Support discontinuance. After the EOSL,telephone and or web-based B. Scope of Support. Support includes the support limited to current available fixes will response to and resolution of CUSTOMER- be available on a commercially reasonable encountered problems with the Software as efforts basis at prevailing prices. If EOSL for reported to GOVPARTNER by CUSTOMER, Software occurs within three (3) years of the and maintenance and operation of the Host date services are first provided under this Computer System. Resolution of Application Hosting Agreement, CUSTOMER-encountered problems shall, at GOVPARTNER shall refund an amount GOVPARTNER's option, consist of (1) equal to the product of any one-time license maintenance provided through telephone or fees for paid for GOVPARTNER electronic support as described on the Order CommunityDevelopmentPartner Software Form; (2) correction of any defect in the multiplied by a fraction the denominator of Software program that materially and which is five (5) years and the numerator of adversely affects the use of the Software as which is the remainder of five (5) years described in GOVPARTNER's minus the period for which support life was documentation or(3) delivery of bug fixes or provided. workarounds limited to the current or immediate prior Software release. 3. CUSTOMER's Responsibilities. GOVPARTNER will support licensed Software located on the Host Computer CUSTOMER is responsible for maintenance and System. GOVPARTNER will use installation of any common carrier equipment or commercially reasonable efforts to respond communication Support related to the operation to CUSTOMER calls according to the priority of the Software at the CUSTOMER's facilities level of the call described in the Order Form. and not furnished by GOVPARTNER. GOVPARTNER will resolve the CUSTOMER is also responsible for charges CUSTOMER's call in a commercially incurred for communication facilities at reasonable period. Support also includes the CUSTOMER's facilities, whether incurred by use of upgrade Software releases made CUSTOMER or by GOVPARTNER Support available by GOVPARTNER from time to representatives while performing Support on the time, and which will be provided to Software. GOVPARTNER is responsible for CUSTOMER without additional charge. Any performing Software back-ups in accordance rendering of supplemental maintenance with published documentation. CUSTOMER Support by GOVPARTNER that is not shall notify GOVPARTNER of any Software provided for in the Order Form, including failure. CUSTOMER will make reasonable consulting, will be performed at efforts to place support calls to GOVPARTNER GOVPARTNER's discretion upon receipt of by a GOVPARTNER trained contact, as listed in a Work Order or appropriate payment,and, if the CUSTOMER Authorized Contact performed, will be charged to CUSTOMER Information Form. at current prices and terms then in effect. 4. Software Modification. C. Support Limitations. Any Support is dependent upon the use by CUSTOMER of GOVPARTNER will not be responsible to unmodified Software (except as authorized CUSTOMER for loss of use of the Software or by GOVPARTNER pursuant to a data or for any other liabilities arising from Professional Services Agreement) operated alterations, additions, adjustments or repairs in accordance with GOVPARTNER's which are made to the Software by third parties documentation. Software Support other than authorized representatives of specifically excludes the following: (1) GOVPARTNER, or at the direction of Support to a version of Software other than GOVPARTNER. GOVPARTNER reserves the the current or immediate orior release; (2) right to terminate this Agreement upon written efforts to restore a release of the Software notice to CUSTOMER if any such alteration, beyond the current or immediate prior 2 Form No.00032.001 addition, adjustment or repair adversely affects from the date of the invoice until the date of GOVPARTNER's ability to render maintenance payment. CUSTOMER shall pay all costs Support to the Software. involved in collecting its overdue accounts including reasonable attorneys'fees. 5. Term. C. All charges and rates are exclusive of all The initial term of this Application Hosting sales, use and like taxes. Such taxes are Agreement shall commence the date the Master the responsibility of the CUSTOMER and will Agreement is signed and shall continue until two be billed to the CUSTOMER as a separate years after the date of successful implementation line item on each invoice. of the host portion of the Software, unless a different term is stated in Exhibit A of the Master 7. Control and Supervision Agreement. Thereafter, unless CUSTOMER notifies GOVPARTNER in writing at least sixty CUSTOMER is solely responsible for any liability (60) days in advance of each scheduled arising out of or related to the web application. expiration date that CUSTOMER elects not to CUSTOMER agrees to indemnify, defend, and renew, this Application Hosting Agreement shall hold harmless GOVPARTNER and its automatically renew for a period of twelve employees and agents from and against any months. Notwithstanding the preceding, and all liabilities, losses, damages, costs, and GOVPARTNER may terminate by giving at least expenses, including reasonable attorneys' fees sixty(60)days written notice that GOVPARTNER and experts' fees associated with any claim or cannot meet the requirements of Exhibit B. action against GOVPARTNER related to or CUSTOMER may terminate for convenience the arising out of the web site. This indemnification service of any hosted application upon thirty days will survive termination of this Application written notice. Notwithstanding anything to the Hosting Agreement. contrary in this Section 2,this Application Hosting Agreement shall terminate immediately upon termination of the Software License Agreement. 6. Fees A. CUSTOMER agrees to pay those fees specified in Exhibit A of the Master Agreement. B. CUSTOMER will be invoiced monthly. All invoices are due and payable in full within thirty (30) days. Invoices not paid when due will have a 1.5 percent per month interest charge or the highest lawful rate, whichever is less, assessed against the unpaid balance 3 Form No 00032.001 Exhibit B Bandwidth: CUSTOMER will be provided with the bandwidth from GovPartner's datacenter necessary for adequate responsiveness for the following application(s): ReservePartner CUSTOMER Software and Equipment: Client Hardware Any workstation connected to the Internet that is capable of supporting a W3.org compliant HTML 3.2 or 4.0 browser. Computers that are five years or older may process information so slowly and may not produce satisfactory results. Client Software Any W3.org (World Wide Web Consortium) HTML 3.2 or 4.0 compliant browser for access by public. City staff must use Windows 98,Windows NT or Windows 2000 or higher and Microsoft Internet Explorer version 6.0 or later. In order to maintain session state cookies must be enabled. Microsoft Word 2000 or later is required to be installed on any City staff workstation that will be downloading reports. CUSTOMER'S communications and network interoperability requirements: Network Software Environment Industry standard network software environment that utilizes TCP/IP networking protocol, LAN connections to the Internet, and dial-up connections for public access. City Internet access to hosted applications should provide for a dedicated, "always on", DSL or T1 Internet connection. Any City firewall security device to be configured to permit two-way communication between hosted applications at GovPartner's data center and City staff workstations accessing hosted applications. GOVPARTNER Backup: GOVPARTNER shall perform a full back-up of CUSTOMER's data files for hosted application 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.0001.003 4 1111111 GOVPARTNER CUSTOMER Support Subscription Order Form CUSTOMER: The City of Chino Hills E-mail Address: CUSTOMER Contact: Phone: Fax: Address: City, State or Province: Zip Code or Postal Code: Country: Description Response Time Means of Contact Support* Level 1: Severe problems rendering Response** within 4 Telephone, e- software application substantially hours mail, inoperable pager/mobile phone Level 2 : Problems significantly Response** within 8 Telephone, e- affecting operability, but which do not hours mail render application inoperable Level 3 : Problems preventing application Response** within 24 Telephone, e- from functioning as designed, but which hours mail do not significantly affect operability or render application substantially inoperable Level 4: Less critical problems for Will be considered and Telephone, e- which an acceptable work around is addressed as part of mail, letter developed normal product enhancement cycle *Support shall include (1) **Response means begin diagnostic/troubleshooting at actively working on GOVPARTNER' s facilities of hosted solution 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. 5 Form No.0001.003 1111111,1 ' GOVPARTNER CUSTOMER Authorized Contact Information Form General Information CUSTOMER: The City of Chino Hills 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: I Title: Phone Number: Fax Number: E-mail or Internet Addr: Pager Number: 6 Form No.0001.003