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City of South Bend Dynamics 365 Discovery and Design Project
City of South Bend
SADA Systems, Inc.
Dynamics 365
Discovery and Design Project
October 4, 2017
This Statement of Work No. 1 (this "SOW") is entered into as of the SOW Effective Date (as set forth in
Section 1 below) and will be governed by the terms of that certain Master Professional Services
Agreement by and between City of South Bend, and SADA Systems, Inc., (such agreement, the "MPSA"),
the terms of which are fully incorporated by reference into this SOW. In the event of a conflict between
the Agreement and this SOW, the Agreement shall prevail.
Version 3.0
Matthew Rice
Business Development Manager
Phone: 818,942.2036
Email: matthew.rice[)sad asystems.com
Mark Haddad
VP Sales, Microsoft Practice
Phone: 818.942.8889
Email: mark.haddad@sadasystems.com
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Confidential and Proprietary Information of SADA Systems, Inc.
City of South Bend Dynamics 365 Discovery and Design Project
Table of Contents
1 INTRODUCTION 3
2 BUSINESS OBJECTIVES 3
3. PROJECT PREREQUISITES 3
4 PROJECT APPROACH 4
4.1 PROJECT BLUEPRINT 4
5 PROJECT REQUIREMENTS 6
5.1
ACCESS REQUIREMENTS 6
5.2
CITY OF SOUTH BEND RESPONSIBILITIES 6
5.3
SADA'S ASSUMPTIONS 6
5.4
OUT OF SCOPE 7
6 PROJECT TIMELINE 7
7 ESTIMATED SERVICES HOURS - TIME & MATERIALS 8
8 PAYMENT TERMS - TIME & MATERIALS 8
9 CONCLUSION 10
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Confidential and Proprietary Information of SADA Systems, Inc.
City of South Bend Dynamics 365 Discovery and Design Project
1 Introduction
SADA Systems, Inc. (SADA) is pleased to provide this Statement of Work (SOW) to City of South Bend as a
document of intent and scope designed to bring clarity to all parties involved. City of South Bend has a
defined culture and business processes. During the discovery phase SADA will work with the city of South
Bend team to define language and processes that the business needs and map it to Microsoft Dynamics
365 Online (D365).
This SOW will provide an overview for City of South Bend to establish a roadmap for accomplishing this
update and upgrade project, In addition, SADA will work with City of South Bend to develop project -
related communications plans and content, as well as provide post -project change management
considerations.
2 Business objectives
SADA will assist with both reviewing City of South Bend's D365 System current state as well as building
out a roadmap for their future growth and development to fulfill City of South Bend's business
requirements. Key goals are:
Analyze the City of South Bend current 311 and related IT business processes
0 Analyze the City of South Bend proposed D365 system
w Design a future state roadmap for the City of South Bend to cover the following items:
Build out a streamlined 311 request process and a service request management solution
A self-service portal for residents to create and manage service requests
System integration with 31a party work order management solutions
A detailed Dynamics 365 online upgrade plan and enhancement roadmap
A detailed configuration promotion path from development to production for D365 and
portal
A knowledge base for standard service requests with steps to complete
A plan for managing a foreign repository of contacts in D365
Successful implementation inclusive of adoption management and tailored change
management
A sustainable CRM platform to support business and IT initiatives for the next several years
3 Project Prerequisites
Prior to starting this project, the prerequisites include elements common to most service -oriented delivery
engagements as well as some that speak to this project's unique needs/objectives. Identifying critical
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Confidential and Proprietary Information of SADA Systems, Inc.
City of South Bend Dynamics 365 Discovery and Design Project
processes, features and/or operational needs are also a requirement in order for City of South Bend to
determine the success of the partnership.
Some of the prerequisites are:
A signed Master Professional Services Agreement
Understanding of the responsibilities surrounding both SADA and City of South Bend
An internal commitment of City of South Bend's resources, equivalent to SADA's own resource
outlay, devoted entirely to project success
Designating SADA as the DPOR
Specific prerequisites — such as environment needs, test accounts, network access — for testing are
detailed further, herein.
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Before SADA can scope the effort required to upgrade the environment, enhance the existing
configuration and deploy the changes, a thorough audit and assessment of the environment, system, and
custom components must take place. Once this is completed, SADA will be able to effectively advise as to
the upgrade effort, recommended approach, and develop a plan for deployment.
As such, SADA recommend a program of work that focuses on the following phases.
DISCOVER / AUDIT
Understand the current CRM
Online environment,
including original
implementation /
background, configuration,
installed solutions, and
integration points. Identify
custom components.
ASSESS / DESIGN
Assess custom components
to see if they are supported.
Determine approach for
unsupported customizations
(rebuild vs. refactor). Scope
upgrade efforts.
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Confidential and Proprietary Information of SADA Systems, Inc.
City of South Bend Dynamics 365 Discovery and Design Project
The table below summarizes the proposed outline for the phases of the project. The proposed plan is not
subject to change without the appropriate change order at City of South Bend's request
SADA's Roles
• Dynamics 365 Solution Architect (SA)
• Project Manager
(PM)
Phase 1:
SA w Project spin -up, initiation, entry criteria, and kick-off
Discovery
PM w Discovery
M Environment discovery
9 Current State
311 Call Management
Work Order Management
Service Case Management
Field Service Management
Requirements Gathering
Phase 11:
SA Interactive Design
Design
PM Functional Design
Gap Fit
Data Model
Form Mockups
Process Definition
Technical Design
H Systems Architecture
K Integration Points / Field Mappings
U Report / Dashboard Design
H System Configuration
rA Documentation review
Project Spin down and Close out
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Confidential and Proprietary Information of SADA Systems, Inc.
City of South Bend Dynamics 365 Discovery and Design Project
Provide SADA with User Credentials to access a Microsoft Online Services administrator account in
Microsoft Online Admin Center, as well as Dynamics 365 System Administrator permissions, after
sign-up has been completed
Access to all source code and artifacts related to the D365 implementation
ky Provide SADA a predetermined/designated/approved method of remote unattended access to
all the necessary servers and workstations required to facilitate project success.
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SADA requires that City of South Bend fulfil the following tasks to facilitate a successful project:
Provide SADA with catalog assets via file server
Fulfill all the requirements listed in the "Project Prerequisites" section
Procure of all necessary subscriptions including Microsoft Online Services
Provide SADA the assurance that all software, hardware and/or infrastructure requirements are
met as set forth by Microsoft and/or SADA's own products
Provide all communications to end users. This includes notification on changes, migration
schedule, and other project pertinent information
Provide a qualified technical resource, which can also facilitate physical or remote access, who is
capable of fulfilling the requirements of this project and who can also make decisions to ensure
uninterrupted progress of the project
SADA assumes the following within the context of this SOW:
The parties acknowledge that notwithstanding any approval by Customer's Board of Public Works,
work under this Statement of Work will not begin until Customer has acknowledged its receipt
and acceptance of three positive client references with respect to SADA's prior work.
All services will be rendered during the following time periods:
la Normal business hours: 9:OOam — 6:OOpm on Monday — Friday, Pacific Standard Time.
(migrations can/will occur after hours, however)
. All times exclude national holidays
Adequate facilities and resources will be provided by City of South Bend for services rendered by
SADA while on -site at any City of South Bend location, as needed
City of South Bend will authorize SADA to perform several interviews of stakeholders, sponsors,
team members, technical staff and managers, who will be reasonably available from time to time
for the purpose of information gathering as the project may demand
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Confidential and Proprietary Information of SADA Systems, Inc,
City of South Bend Dynamics 365 Discovery and Design Project
Any changes made to technical or business specifications found in this proposal must be
submitted through a valid Change Order, and approved by both City of South Bend and SADA
The upgrade assessment is be based off the Generally Available (GA) version of D365 at the time
of project kickoff
City of South Bend will make available a sandbox instance of Dynamics for assessment
City of South Bend will provide Admin level access to Dynamics and related systems as necessary
All source code and solution files are readily available and reflect production environment
5.4 Out of Scope
Some of the items not included within the scope of this Agreement are, nevertheless, critical path items
which will be required for successful and timely completion of this project.
The following items are out of scope:
Any items not specifically called out in the scope of work are out of scope
To Deployment of client/desktop software is out of scope unless exceptions are explicitly stated
otherwise in the SOW
Direct end -user assistance, unless City of South Bend otherwise opts to use SADA's Service Desk
services
Collection or organization of source code, assets, or CRM resources
Detailed 'description of unsupported code / calls for each component
Modifying any configuration, components or code
Scoping changes for systems / applications other than Dynamics 365 Online
6 Project Timeline
SADA will perform the Services described in this SOW beginning on or about the SOW Effective Date and
subject to the assumptions set forth below and any changes in scope reflected in a mutually executed
Change Order. SADA will make commercially reasonable efforts to complete all of the Services on or
about the SOW Completion Date set forth below, unless this SOW is terminated sooner in accordance
with the terms of the Agreement or this SOW. This SOW and associated Work Order will expire in the
timeline specified below; deployment services will not exceed this period unless formally extended in
writing.
The following timeline is a high-level overview intended to provide City of South Bend with a general idea
of the project durations that lead to best overall results, Specific dates in this timeline are subject to
change upon further discussion with City of South Bend. SADA project manager, in consultation with City
of South Bend PMO, will confirm the timeline after the completion of discovery and envisioning.
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Confidential and Proprietary Information of SADA Systems, Inc.
City of South Bend Dynamics 365 Discovery and Design Project
This timeline assumes a part-time SADA Solution Architect and Project Manager with some part-time
input from other resources. SADA asks that City of South Bend have a resource available during these four
weeks to work with SADA on project deliverables.
SOW Effective Start Date: Date of project kick-off
SOW Estimated Completion Date: 4 weeks from project kick-off
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SADA Systems is providing City of South Bend with a time and materials estimate for this project. The
project estimates are based on the deliverables, project approach, and assumptions. Expenses are in
addition to this amount and explained in a later section. A breakdown of hours, rates, and costs by SADA
resource is provided below.
Dynamics 365 Architect (SA) 80 $215 $17,200
Project Manager (PM) 24 $185 $4,440
GRAND TOTAL: $21,640
,•, Payment Terms - Time & Materials
General
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Confidential and Proprietary Information of SADA Systems, Inc.
City of South Bend Dynamics 565 Discovery and Design Project
SADA requires a 20% ($4,328) prepayment upon signing of the SOW, before the kick-off of the
project.
Project fees & expenses will be billed monthly on a time & materials basis.
The total of fees and expenses payable by Client will not exceed $25,000.00 unless written
consent is given through a change order
Invoice payments are due upon receipt.
Project expenses are expected to be based largely on travel requirements for remote resources;
best efforts will be made to minimize expenses, and expenses will be approved before incurring.
Pricing is for SADA professional fees and licensing only, does not include cloud hosting
YA SADA will utilize best efforts to retain and maintain assigned resources throughout the lifecycle
of this project. SADA reserves the right to utilize any and all resources necessary to complete the
project including, resources that were not originally assigned to the project. In the event SADA
chooses to change, remove or add resources to the project, SADA will consult with City of South
Bend as soon as reasonably possible prior to making such resource changes, provided that any
such changes will not result in the SADA personnel assigned to this project to cease to be
deployed in the Los Angeles area.
SADA is not responsible to the extent delays in the project timeline or budget overruns due to
insufficient access to City of South Bend's staff and management or delays in procurement of
required client specific resources and/or information necessary for successful completion of the
project prevent SADA from continuing to work on the project. SADA will provide as much lead
time as reasonably possible prior to requesting specific resources and/or information from the
client,
Project Pause
Should the project come to a pause for reasons unrelated to SADA, SADA may terminate the
project and request full fees associated with current phase as related to the percentage of work
completed as deemed by SADA. A pause is defined as a stoppage of work and / or
communication over a two -week period.
Change Orders
Changes to project scope, incorrect assumptions or missing prerequisites may affect cost,
resources or scheduling. Other circumstances may arise beyond SADA control that may cause it
to be unable to accomplish the project objectives and would require a modification to this SOW,
Any such modification shall be memorialized in a mutually executed Change Order that details
material changes to staff requirements, deliverables, fees and milestones, as applicable.
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Confidential and Proprietary Information of SADA Systems, Inc.
i
SADA Systems, Inc.
MASTER PROFESSIONAL SERVICES AGREEMENT
This MASTER PROFESSIONAL SERVICES AGREEMENT ("Agreement"), is made and entered
into as of October 101h, 2017 (the "Effective Date"), by and between SADA Systems, Inc., a corporation
organized under the laws of the state of California, with offices at 5250 Lankershim Blvd., Suite 620, North
Hollywood, CA 91601 ("SADA"), and the City of South Bend, State of Indiana, with offices at 227 W.
Jefferson Blvd, South Bend, IN 46601("Client"). SADA and Client may be referred to in this Agreement
individually as a "Party" and collectively as the "Parties."
BACKGROUND, OBJECTIVES, CONSTRUCTION AND INTERPRETATION
1.1 Background and Objectives. This Agreement will serve as a framework under which SADA will
provide certain information technology services (the "Services"), as described in Exhibit A (Statement of
Work), attached hereto and incorporated herein, and as further requested by Client from time to time during
the term of this Agreement and agreed upon in an executed Statement of Work (as defined in Section 2.2).
1.2 Definitions.
(A) Capitalized terms used in this Agreement have the meaning assigned to them in the applicable
Section. Terms, acronyms and phrases that are used in the information technology industry or other
pertinent business context should be interpreted in accordance with their generally understood
meaning in such industries or business context.
(B) The word "include" and its derivatives (such as "including" and "includes") mean "include without
limitation."
1.3 References and Interpretation.
(A) Headings, captions and titles used in this Agreement are included for convenience only and in no
way define the scope or content of this Agreement or are to be used in the construction or
interpretation of this Agreement. Any reference to a particular article or section number or exhibit
is a reference to that specified article, section or exhibit of this Agreement, except to the extent that
the cross-reference expressly refers to another document.
(B) If there is a conflict or inconsistency between the terms of this Agreement and any executed
Statement of Work, the terms of this Agreement will prevail except to the extent that the executed
Statement of Work specifically and expressly states an intent to supersede specific terms of this
Agreement with applicability only to that executed Statement of Work. Notwithstanding the
preceding sentence, no executed Statement of Work will be effective to: (1) expand, eliminate or
restrict the scope of any indemnity obligation set forth in Article 10;
(2) change any limitation of liability set forth in Article 11; or (3) settle or resolve any dispute between
the Parties.
SCOPE OF SERVICES
2.1 Provision of Services. SADA will perform the Services identified in each Statement of Work
entered into and executed by each of the Parties under the terms of this Agreement. Absent an executed
Statement of Work, this Agreement does not, in and of itself, represent a commitment by either Party to
provide any minimum amount of charges or services.
2.2 Statements of Work. From time to time during the term of this Agreement, Client may ask SADA
to perform services that are not described in an executed Statement of Work. Following any such request,
SADA Master Professional Services Agreement
Version 4.3.17
SADA will prepare and deliver a new statement of work. Each Statement of Work will, at a minimum,
contain:
(A) a description of the work SADA is expected to perform in connection with such project, including a
description of any deliverables;
(B) a prospective schedule for commencing and completing such work; and
(C) SADA's prospective charges for such work.
If a proposed Statement of Work is mutually acceptable to the Parties, the Parties will execute the Statement
of Work. Each executed Statement of Work will be a separate agreement and, except for any provisions of
this Agreement that are specifically excluded or modified in such executed Statement of Work (subject to
Section 1.3{B)), each executed Statement of Work will incorporate and be subject to all the terms and
conditions of this Agreement.
2.3 Modification of an Executed Statement of Work. Either Party may request modifications to an
executed Statement of Work by submitting a written change order request to the other Party (each, a
"ChangeMOrder'), If acceptable to both Parties, the Change Order will be executed by the Parties and will
become part of the applicable executed Statement of Work. Neither Party will be bound by the terms of
any Change Order until it is executed by both parties.
3. TERM, TERMINATION AND SUSPENSION OF SERVICES
3.1 Term. The term of this Agreement will begin on the Effective Date and will continue in effect until
the later of (A) three (3) years after the Effective Date, and (B) the expiration or earlier termination of the
last remaining executed Statement of Work, unless extended or terminated earlier in accordance with the
terms of this Agreement. The Parties may agree to extend the terra by written agreement.
3.2 Termination for Cause. If a Party commits: (A) a material breach of this Agreement that is capable
of being cured within 30 clays after notice of breach from the non -breaching Party, but is not cured within
such period, or (B) a material breach of this Agreement that is not subject to cure with due diligence within
30 days of written notice thereof, then the non -breaching Party may, by giving written notice to the breaching
Party, terminate this Agreement or the applicable executed Statement of Work, as of a date specified in the
notice of termination.
3.3 Suspension or Termination for Non -Payment. If undisputed invoices under this Agreement
totaling at least two months' charges are at any time outstanding and unpaid for 45 days, and Client fails
to make such payment within 30 days of receiving written notice from SADA of its failure to make such
payment, SADA may, by giving written notice to Client, suspend or terminate (at its sole discretion) this
Agreement and any executed Statement of Work as of the date specified in the notice of suspension or
termination. For the avoidance of doubt, if Client fails to pay any undisputed charges for hosting services
provided by SADA, SADA may, by giving written notice to Client, suspend or terminate such hosting
services, subject to the limitations set forth above.
3.4 Right to Suspend Services for Financial Instability. If SADA has reasonable grounds for
questioning Client's ability to pay for the Services in a timely fashion, SADA may demand written assurances
of Client's ability to meet its payment obligations under this Agreement, the adequacy of which will be
determined by SADA in its reasonable discretion. Unless Client provides assurances in a reasonable time
and manner acceptable to SADA, then in addition to any other rights and remedies available under this
Agreement, SADA may partially or totally suspend its performance of Services (including hosting services, if
applicable) under this Agreement and any executed Statement of Work, without liability to Client.
3.5 Termination for Convenience. Client may terminate this Agreement or any executed Statement
of Work for convenience and without cause at any time by giving SADA at least 10 business days' prior
written notice designating the termination date.
SADA Master Professional Services Agreement 2
Version 4.26.17
3.6 Consequences of Termination. If this Agreement or any executed Statement of Work is
terminated in accordance with the terms of this Article, SADA will
be entitled to receive payment for all Services performed before termination in accordance with the terms
of this Agreement or the applicable executed Statement of Work, including the cost of any third -party
licenses procured for Client that cannot be canceled. Termination of an executed Statement of Work will
not affect any other executed Statements of Work then in effect. Termination of this Agreement will result
in immediate termination of all executed Statements of Work then in effect.
SADA PERSONNEL
4.1 Oversight and Responsibility.
(A) SADA will assign an adequate number of SADA personnel to perform the Services. SADA
personnel will be properly trained and fully qualified for the Services they are to perform.
(B) SADA may utilize subcontractors and SADA affiliates to perform the Services, and elements of the
Services may be performed from locations outside the United States. SADA will provide written
notice to Client of the identities of any subcontractors hired to perform the Services.
(C) SADA will be responsible for the appropriate oversight and supervision of all SADA employees and
any subcontractors who perform Services hereunder, each considered "SADA personnel" for
purposes of this Agreement. SADA will remain responsible for any Services performed by
subcontractors to the same extent as if SADA performed such Services itself.
4.2 Non -Solicitation. From the effective date of the applicable executed Statement of Work until 12
months after completion of its obligations under such executed Statement of Work, a Party will not directly
or indirectly solicit or seek to procure (other than by general advertising), without the prior written consent
of the other Party, the employment of, (A) in the case of Client, SADA's employees engaged in the provision
of the Services under such executed Statement of Work; and (B) in the case of SADA, any Client employees
engaged in activities related to the Services, unless, in either case, such employee has resigned from
working for or been terminated by the applicable Party.
5. PROPRIETARY RIGHTS
5.1 Client IP, As between Client and SADA, all right, title and interest in and to Client IP (as defined
below) will remain the exclusive property of Client. To the extent necessary to provide the Services, Client
hereby grants SADA, solely to provide the Services, a non-exclusive, non -transferable, fully paid -up and
royalty -free, limited right to access and use Client IP; provided that the rights granted to SADA hereunder
will automatically expire effective upon the date that SADA ceases, for any reason, to provide the applicable
Services. For purposes of this Agreement, "Client IP" means (A) software and tools, (B) processes,
procedures and methodologies, (C) formulas, templates and formats, and (D) documents and other written
materials, whether proprietary to Client or licensed to Client from third parties (other than SADA), that are
provided to SADA by Client in order for SADA to provide the Services and fulfill its obligations under this
Agreement.
5.2 SADA IP.
(A) As between SADA and Client, all right, title and interest in and to SADA IP (as defined below) will
remain the exclusive property of SADA. Except to the extent that the Parties enter into separate
license agreements with respect to any software or other products provided by SADA (in which
case such products will be governed by the terms of those license agreements), SADA hereby
grants to Client a perpetual, non-exclusive, worldwide, fully paid -up and royalty -free license to
access and use (and to allow third parties to access and use solely for the benefit of Client) the
SADA IP, for no additional consideration to the extent necessary to receive or use the Services or
any deliverable. Notwithstanding the foregoing, if a Statement of Work: (i) provides for Services
and deliverables to be provided to Client on a trial or pilot basis, Client's license to access and use
any SADA IP necessary to receive or use the Services or deliverables provided as part of such trial
SADA Master Professional Services Agreement 3
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or pilot will not be perpetual, but will be limited to the period of such trial or pilot, or (ii) includes the
purchase of a license to use a SADA proprietary product for a specific period of time, Client's
license to use such product will not be perpetual, but will be limited to the period set forth in the
applicable Statement of Work.
(B) Nothing in this Section will be construed to grant Client any right to separate SADA IP from the
deliverable into which it is incorporated and Client will not (and will not knowingly allow any third
party to) adapt, modify, translate, reverse engineer, decompile, disassemble or attempt to decode
or disassemble any source code or underlying algorithms of any SADA IP or part thereof. Client
will not sell, rent, lease, sublease, license, lend, market or commercially exploit such SADA IP or
use SADA IF for the benefit of any party not contemplated by the applicable executed Statement
of Work, or assign or transfer any rights with respect to SADA IP granted under this Agreement
(except as contemplated in Section 14.2).
(C) For purposes of this Agreement, "SADA IP" means (i) software, code, and tools, (ii) processes,
procedures and methodologies, (iii) formulas, templates and formats, and (iv) documents and other
written materials, whether proprietary to SADA or licensed to SADA from third parties (other than
Client or its affiliates) that are used to provide the Services, together, in each case, with any
modifications or enhancements thereto and derivative works based thereon. Client acknowledges
and agrees that with respect to any SADA IP licensed to SADA from third parties, any rights granted
to Client hereunder or under any executed Statement of Work, will be subject to all restrictions set
forth in the applicable third party agreements.
5.3 Developed Property and Works for Hire. Subject to Section 5.2, SADA acknowledges and
agrees that Client will have all right, title and interest in and to all Developed Property (as defined below)
developed while providing the Services. All Developed Property developed under this Agreement in
accordance with the terms of an executed Statement of Work will be deemed to be "works for hire." To the
extent any Developed Property is not deemed "works for hire" by operation of law, SADA hereby irrevocably
assigns, transfers and conveys to Client, without further consideration, all of its right, title and interest in
and to such Developed Property (including all patent, copyright, trademark, trade secret and other
intellectual property and proprietary rights). SADA will execute any documents or take any other actions as
may be reasonably necessary, or as Client may reasonably request, to perfect the ownership rights defined
in this Section. For purposes of this Agreement, "Developed Property" means intellectual property
generated or developed specifically for Client by SADA under an executed Statement of Work and paid for
by Client. To qualify as Developed Property under this Agreement, such intellectual property must be
explicitly and specifically called out in an executed Statement of Work and such executed Statement of
Work must include a written acknowledgement by SADA that the Parties intend to transfer the rights to
such intellectual property to Client upon payment by Client.
5.4 Residual Knowledge. Nothing in this Agreement will restrict a Party from using Services -related
ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques that are
general in nature and retained in the unaided mental impressions of the Party's personnel, which either
Party, individually or jointly, develops or discloses under this Agreement; provided that, in doing so, each
Party does not breach its obligations under Article 7 or infringe the intellectual property rights of the other
Party or third parties who have licensed or provided materials to the other Party. The Parties acknowledge
SADA has the right to: (A) provide consulting or other services of any kind or nature to any person or entity
as SADA, in its sole discretion, deems appropriate, and (B) use any works of authorship or other intellectual
property included in the deliverables (other than Developed Property, if any) to develop for itself, or for
others, materials or processes similar to those contemplated or produced under this Agreement.
6. CHARGES AND INVOICES
6.1 General. Subject to the provisions of this Agreement, Client will pay SADA the fees set forth in
each executed Statement of Work (including any Change Orders thereto).
6.2 Reimbursement of Expenses. Subject to the terms and limitations of each respective Statement
of Work under which SADA performs services for Client, Client agrees to reimburse SADA for costs and
expenses incurred in connection with SADA's performance of the Services, including any copy and delivery
SADA Master Professional Services Agreement 4
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charges, material fees and reasonable travel expenses (including air travel, ground transportation,
lodging, meals and incidentals); provided Client has authorized such expenses prior to the date the
expenses are incurred (which approval may be evidenced in an executed Statement of Work). SADA
will provide Client with receipts or other documentation substantiating all such reimbursable costs and
expenses.
6.3 Invoices and Payment. SADA will invoice Client for all amounts due under an executed Statement
of Work; (A) in accordance with the schedule set forth in such executed Statement of Work, in the case of
fixed fee engagements, and (B) monthly in arrears, in the case of Services provided on a time and materials
basis. For Services performed on a time and materials basis, the invoice will include substantiating
documentation, including the hourly rate of SADA Personnel performing Services and documentation
indicating the hours worked and work performed. Each invoice submitted to Client pursuant to this
Agreement will be due and payable by Client within 30 days of receipt.
6.4 Taxes. All amounts payable under this Agreement and any executed Statement of Work are
exclusive of taxes, unless otherwise stated in such Statement of Work. Accordingly, SADA will add an
amount equal to all applicable taxes and duties, however designated, that relate to or arise out of SADA's
provision of the Services (other than taxes based upon SADA's net income), which amounts will be
separately itemized on all invoices provided to Client, unless Client provides SADA with a valid tax
exemption certificate authorized by the appropriate taxing authority. If Client is required by law to withhold
any taxes from its payments to SADA, Client must provide SADA with an official tax receipt or other
appropriate documentation to support such payments. If Client does not pay any taxes invoiced by SADA
for which Client is responsible, SADA may make such payments on Client's behalf and Client agrees to
reimburse SADA for such payments.
6.5 Disputed Fees and Late Payments.
(A) Client agrees to notify SADA if Client disputes any amount or item in such invoice in good faith.
Notwithstanding any dispute, Client will pay the undisputed portion of an invoice when due. If Client
withholds any amount associated with disputed amounts pursuant to this Section, Client will provide
SADA with a description of the basis for such withholding. Upon resolution of a dispute involving
any withheld amounts, Client will pay SADA such portion, if any, of the disputed amount agreed
or determined to be owed SADA.
(B) If Client is delinquent in paying its invoices, SADA may suspend further work on behalf of Client
in accordance with Section 3.4. Client is responsible for all reasonable expenses (including
attorneys' fees) incurred by SADA in collecting delinquent amounts, except where such
delinquent amounts are due to invoicing errors by SADA.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS
7.1 Authorization. Each Party represents and warrants to the other that; (A) it has the requisite corporate
power and authority to enter into this Agreement and to carry out the transactions contemplated by this
Agreement; and (B) the execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action
on the part of such Party.
7.2 Performance of Services. SADA represents, warrants and covenants to Client that the Services
will be performed by qualified personnel with promptness and diligence in a workmanlike manner,
consistent with applicable industry standards.
7.3 Viruses and Disabling Code. SADA will use commercially reasonable efforts to prevent the coding
or introduction of viruses, disabling code or similar items into Client systems by SADA or its agents; and
SADA will, in the event a virus, disabling code or similar item is found to have been introduced into any
software deliverables or Client systems by SADA or its agents, at no additional charge, assist Client in
reducing the effects of the virus, disabling code or similar item.
7.4 Disclaimer. OTHER THAN AS PROVIDED IN THIS AGREEMENT, NEITHER PARTY PROVIDES
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ANY EXPRESS WARRANTIES OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -
INFRINGEMENT OR OTHERWISE. IN ADDITION, SADA MAKES NO EXPRESS OR IMPLIED
WARRANTIES RELATING TO THIRD PARTY PRODUCTS OR SERVICES.
7.5 Limited Warranty. If any implied warranties, guarantees or conditions implied by local law cannot
be waived, then any such implied warranties are limited in duration to 90 days from delivery of the applicable
Service or deliverable.
8. INSURANCE
During the term of this Agreement, SADA will keep in force the following insurance coverage with insurers
having an A.M. Best rating of A-, VIII or better:
• Workers Compensation as required by statute and Employers' Liability with $1,000,000 per
accident, $1,000,000 disease policy limit, and $1,000,000 disease per employee.
• Commercial General Liability with $1,000,000 per occurrence and $2,000,000 aggregate.
• Professional Liability/Errors & Omissions with $5,000,000 per occurrence and $5,000,000
aggregate, including information security coverage with $1,000,000 per occurrencelaggregate,
• Employment Practices Liability with $1,000,000 per occurrencelaggregate.
• Excess Liability or Umbrella Liability with $6,000,000 per occurrence and $6,000,000 aggregate.
INDEMNIFICATION
9.1 By SADA. SADA agrees to indemnify, defend, and hold Client harmless from and against all
losses, liabilities, damages, and related costs (including settlement costs and reasonable attorneys' fees)
(collectively, "Losses') arising out of a third -party claim that any SADA IP or deliverables infringe or
misappropriate any patent, copyright, trade secret or trademark of a third party. Notwithstanding the
foregoing, in no event will SADA have any obligations or liability under this Section arising from: (A) use of
any deliverable in a modified form or in combination with materials not furnished or approved by SADA, (B)
use by Client or its agents of any deliverable in a manner not reasonably consistent with the applicable
specifications, requirements or instructions for such item, or (C) any content, information or data provided
by Client or other third parties.
9.2 By Client. Client will indemnify, defend and hold SADA harmless from and against all Losses
arising out of (A) a third -party claim that Client IP or other materials provided to SADA by Client infringe or
misappropriate any patent, copyright, trade secret or trademark of a third party; (B) any deficiency (including
penalties and interest) relating to taxes that are the responsibility of Client; or (C) a third -party claim arising
out of or relating to SADA's use of any Client content, provided such use complies with the terms of this
Agreement.
9.3 Infringement. If any deliverable becomes, or in SADA's reasonable opinion is likely to become,
the subject of an infringement or misappropriation claim or proceeding, SADA will, at its expense: (A) secure
the right to continue using the deliverable; (B) replace or modify the deliverable to make it non -infringing,
provided that any such replacement or modification will not degrade the performance or quality of the
deliverable; or (C) if SADA cannot accomplish either of the foregoing using commercially reasonable efforts,
and only in such event, SADA will remove the deliverable and any related charges will be equitably adjusted
to reflect such removal.
9.4 General, The Party seeking indemnification (the "Indemnitee") will promptly notify the other Party
of the claim and cooperate with the indemnifying Party in defending the claim. The indemnifying Party will
have full control and authority over the defense, provided that: (A) any settlement requiring the Indemnitee
to admit liability or pay any money will require the Indemnitee's prior written consent, such consent not to
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be unreasonably withheld or delayed; and (B) the Indemnitee may join in the defense of a claim with its
own counsel at its own expense. THE INDEMNITIES PROVIDED IN THIS ARTICLE ARE THE ONLY
REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL
PROPERTY RIGHTS.
10. LIABILITY
10.1 Limitation of Liability.
(A) IN NO EVENT WILL EITHER PARTY BE HELD LIABLE UNDER THIS AGREEMENT FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS INTERRUPTION OR
LOST PROFITS), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHERWISE,
EVEN IF SUCH PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES IN ADVANCE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A
REMEDY.
(B) EXCEPT AS PROVIDED IN SECTION 11.2, NEITHER PARTY MAY BE HELD LIABLE UNDER
THIS AGREEMENT FOR MORE THAN THE AGGREGATE AMOUNT PAID OR PAYABLE TO
SADA BY CLIENT UNDER THE APPLICABLE STATEMENT(S) OF WORK GIVING RISE TO
SUCH LOSS (EXCLUDING ANY LICENSE FEES PAID FOR THIRD -PARTY PRODUCTS).
(C) No action, regardless of form, arising out of the transactions under this Agreement, may be brought
by either Party more than one year after the Loss occurred, except that an action for non-payment
may be brought within one year of the date of last payment.
10.2 Exceptions to Limitation of Liability. The limitations set forth in Section 1 1.1{B) will not apply to: (A)
damages occasioned by a Party's breach of its obligations with respect to the other Party's intellectual
property rights, (B) Losses that are the subject of indemnification obligations under this Agreement, or (C)
Losses determined to be the direct result of a Party's gross negligence or intentional or willful misconduct.
11. FORCE MAJEURE
No Party will be liable for any default or delay in the performance of its obligations under this Agreement if
and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements
of nature or other acts of God, riots, civil disorders, acts of terrorism, or any other similar cause beyond the
reasonable control of such Party. Any Party so delayed in its performance will promptly notify the Party to
whom performance is clue by telephone (to be confirmed in writing within five days of the inception of such
delay) and describe at a reasonable level of detail the circumstances causing such delay.
12. DISPUTE RESOLUTION AND GOVERNING LAW
All claims, disputes or controversies arising out of or relating to this Agreement, including disputes relating
to the interpretation of any provision of this Agreement or any Party's performance or breach hereunder,
will be resolved as set forth in this Article. All negotiations pursuant to this Article will be confidential and
will be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence,
12.1 Dispute Resolution. In the event of a claim, controversy or dispute, the Parties will consult and
negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory
solution.
12.2 Equitable Relief. Notwithstanding the foregoing, if a Party determines, in good faith, that a breach
or threatened breach of the terms of this Agreement by the other Party would result in irreparable harm,
such that a temporary restraining order or other form of injunctive relief is the only appropriate and adequate
remedy, such Party may proceed directly to court and may obtain such relief without bond (if permitted by
law). The Parties further acknowledge and agree either Party may proceed directly to court if the other Party
breaches or threatens to breach its obligations under Article 5 or Article 7. If a court of competent jurisdiction
should find that a Party has breached or threatened to breach its obligations under either such Article, both
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Parties agree that, without any additional findings of irreparable injury or other conditions to injunctive relief,
the breaching Party will not oppose the entry of an: appropriate order compelling performance by the
breaching Party and restraining such Party from any further breaches or threatened breaches.
12.3 Governing Law; Jurisdiction and Venue. This Agreement will be governed by and construed in
accordance with the laws of the state of Indiana, without regard to its choice of law principles. For any
litigation that may arise under Section 13.2 of this Agreement. the Parties irrevocably and unconditionally
submit to the non-exclusive jurisdiction and venue (and waive any claim of forum non conveniens) of the
United States District Court for the Northern District of Indiana located in South Bend or the St. Joseph
Circuit or Superior Court. The Parties further waive their right to trial by jury.
12.4 No Limitation on Rights. Each Party agrees that the provisions contained in this Article do not
limit either Party's right to terminate this Agreement as provided in Article 3.
13. GENERAL PROVISIONS
13.1 Notices. All notices, requests, consents, approvals, acknowledgements and waivers under this
Agreement (other than routine operational communications) will be in writing and will be deemed duly given
when (A) delivered personally, (B) one day after being given to an overnight courier with a reliable system
for tracking delivery (charges prepaid), (C) when sent by electronic mail with a copy sent by another means
specified in this Section, or (D) six days after the day of mailing, when mailed by United States mail,
registered or certified mail, return receipt requested, postage prepaid and addressed as follows:
If to Client: City of South Send, State of Indiana
227 W. Jefferson Blvd.
South Send, IN 46601
Attention: Santiago Garces
Email: sgarces@southbendin.gov
Phone: (574) 245-6000
If to SADA: SADA Systems, Inc.
5250 Lankershim Blvd., Suite 620
North Hollywood, CA 91601
Attention: Annie Safoian
Email: annie.safoian@sadasystems.com
Fax: (818) 766-0090
Phone: (818) 766-2400
A Party may change its address or designee for notification purposes by giving the other Party written notice
of the new address or designee, and the date upon which it will become effective.
13.2 Binding Nature and Assignment. This Agreement is binding on the Parties and their respective
successors and assigns. Upon prompt written notice to Client but without the requirement of
Client's consent, SADA may assign this Agreement in connection with a merger, change of control,
consolidation, or sale or other disposition of all or substantially all of SADA's assets. Any other
assignment of this Agreement by either Party will be null and void, except with the other Party's prior written
consent,
13.3 Relationship of the Parties. SADA, in furnishing the Services, is acting as an independent
contractor. SADA is not an agent of Client and has no authority to represent Client as to any matters, except
as expressly authorized in this Agreement or in an executed Statement of Work.
13.4 Confidentiality, The Parties agree that they are bound by the Mutual Confidentiality and
Nondisclosure Agreement signed by the Parties as of or prior to the Effective Date of this Agreement (the
"NDA"), the terms of which are hereby incorporated by reference. Such NDA will be effective for the term
of this Agreement.
SADA Master Professional Services Agreement 8
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MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
This Mutual Confidentiality and Nondisclosure Agreement ("Agreement") is made by and between the City
of South Bend, Indiana ("City") and SADA Systems, Inc., a California corporation with offices at 5250
Lankershim Blvd., Suite 620, North Hollywood, CA 91601 ("SADA") (together, the "Parties"). The
Parties agree as follows:
Confidential Information: The term "Confidential Information" refers to all documents and information
disclosed by one Party or its employees, contractors, or agents (the "Disclosing Party") to the other Party
(the "Receiving Party") in oral, written, graphic, physical, electronic, or other form, irrespective of whether
such documents or information are patented, copyrighted, or categorized as a trade secret or know-how
or whether any application for patent or copyright protection is pending or contemplated. Confidential
Information does not include, however, information which (i) is or becomes generally available to the public
other than as a result of an unauthorized disclosure by the Receiving Party, (ii) was available to the
Receiving Party on a non -confidential basis prior to its disclosure by the Disclosing Party, (iii) is received
by Receiving Party from a third party without a duty of confidentiality, or (iv) is independently developed
or procured by the Receiving Party.
Nondisclosure of Confidential Information: Subject to the terms and limitations of this Agreement,
the Receiving Party represents and warrants that it will maintain the secrecy of all Confidential Information
and will disclose such information only to persons or entities mutually agreed to in writing by the Parties,
it being agreed that the Receiving Party may share Confidential Information with its officers, employees,
and agents who have a need to know such information to perform their duties.
Disclosures Required by Law. In the event any Confidential Information is required to be disclosed by
law, including, without limitation, the Indiana Access to Public Records Act (Ind. Code 5-14-3, as amended,
the "Act") or order of any government authority having jurisdiction over the Receiving Party (including as
necessary for a party to assert a claim in a court of competent jurisdiction), then to the extent permitted by
law, before any such disclosure, the Receiving Party will provide notice to the Disclosing Party reasonably
sufficient to allow the Disclosing Party the opportunity to apply for, at its sole expense, a protective order
or other restriction regarding such disclosure. If in such circumstances the City is legally compelled, by the
City's application of the Act in its discretion or by a valid order of a court of competent jurisdiction, to make
such disclosure, it shall: (a) disclose only that portion of the Confidential Information that it is required to
disclose; and (b) for all other purposes continue to treat such Confidential Information as Confidential
Information pursuant to this Agreement.
Trade Secrets. The Parties acknowledge that the City is subject to the requirements of the Act. In the
event SADA determines any Confidential Information, including, without limitation, documents, s€ideshow
presentations, data, reports, or other materials, that it wishes to disclose to the City under this Agreement
constitutes or contain trade secrets, SADA will prominently designate and mark them as such prior to
disclosing them to the City. Upon receiving Confidential Information designated and marked as trade
secrets, the City will give such Confidential Information the fullest protection of non -disclosure permitted
under the trade secret exception of the Act, Ind. Code 5-14-34(a)(4), and any other applicable exception
from the Act's disclosure requirements, as determined in the City's discretion.
Prohibition on Use of Confidential Information: The Receiving Party covenants and agrees that
neither the Receiving Party nor any third party with whom the Receiving Party has shared Confidential
Information in accordance with the terms of this Agreement will use any Confidential Information in any
way except as permitted by this Agreement. The Parties, at their sole discretion, may enter into a future
agreement whose terms will apply to further interactions between the Parties if desired.
Effective Date: This Agreement shall be effective as of the date when executed by signature of both
Parties.
Return of Confidential Information; The Receiving Party agrees to promptly return or destroy all
Confidential Information of Disclosing Party at such time when Disclosing Party requests the return of any
Daniel Collins, Operations Manager Date
Shawn Delahanty, Director of Services Date
Dan O'Connor, Chief Technology Officer Date
Wien the prospective Contractor is inrable to eerllfyt to any of Ike statements helom, it shall atlach an explanation to this tiff irkrvit,
CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT,
CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY
VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE
OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS
(Must be completed for all quotes and bids. Please type or print)
STATE OF�',4I /E046,,ld }
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COUNTY }
The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of pe€ jury that:
1. Contractor has not, nor has any other member, representative, or agent of the firm,
company, corporation or partnership represented by him, entered into any combination, collusion
or agreement with any person relative to the price to be bid by anyone at such letting nor to
prevent any person from bidding nor to induce anyone to refrain front bidding, and that this bid
is trade without reference to any other bid and without any agreement, understanding or
combination with any other person in reference to such bidding. Contractor further says that no
person or persons, firms, or corporation has, have or will receive directly or indirectly, any
rebate, fee, gift, commission or thing of value on account of such sate; and
2. Contractor certifies by submission of this proposal that neither contractor nor any of its
principals are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department or agency;
and
3. Contractor has not, nor has ally successor to, nor an affiliate of, Contractor, engaged in
investment activities in Iran,
a. For purposes of this Certification, "Iran" means the government of Iran and any agency or
instruineritality of 1€•an, or as otherwise defined at Ind. Code § 5-22-1 G,5-5, as amelyded fro€n
time -to -time.
b. As provided by lid. Code § 5-22-16.5-8, as amended front time-to-ti€ne, a Contractor is
engaged in investment activities in Iran if either:
i. Contractor, its successor or its affiliate, provides goods or services of t%venty million
dollars ($20,000,000) or more in value in the energy sector of Iran; or
ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty
million dollars ($20,000,000) or more in credit to another person for forty-five (45)
clays or more, if that person will (i) use tine credit to provides goods and services in
Nim-Collusion Non-llebarmont A€ridavil Non Iran Form
the energy sector in Iran; and (ii) at the time the financial ilrstitntian extends credit, is
a person identified on list published by the Indiana Depailinent of Administration.
4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain
any employee or contract with a person that the Contractor subsequently learns is an
unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility
status of all of Contractor's newly Hired employees through the E.-Verify Program as defined by
I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify
Program is included and attached as part of this bid/quote; and
5. Contractor shall require his/her/its subcontractors performing work under this public
contract to certify that the subcontractors do not knowingly employ or contract with an
unauthorized alien, nor retain any employee or contract with a person that the subcontractor
subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is
participating in the E-Verify Program. The Contractor agrees to maintain this certification
throughout the terns of the contract with the City of South Bend, and understands that the City
may terminate the contract for default if the Contractor fails to cure a breach of this provision no
later than thirty (30) days after being notified by the City.
G. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by
the City of South Bend through its agencies, boards, or commissions shall not discriminate
against any employee or applicant for employment in the performance of a City contract with
respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or
indirectly related to employment because of race, sex, religion, color, national origin, ancestry,
age, gender expression, gender identity, sexual orientation or disability that does not affect that
person's ability to perform the work.
In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials,
or any combination of the foregoing including, but not limited to, public works contracts
awarded under public bidding laws or other contracts in which public bids are not required by
law, the City, its agencies, boards, or commissions may consider the Contractor's good faith
efforts to obtain participation by those Contractofs certified by the State of Indiana as a Minority
Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining
the lowest, responsible, responsive bidder.
In no event shall persons or entities seeking the award of a City contract be required to award a
subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said
WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board
shall prohibit that person or entity from being awarded a City contract for a period of one (1)
year from the date of such determination, and such determination may also be grounds for
terminating the contact for which the discriminatory practice or noncompliance pertains.
7. The undersigned contractor agrees that the following nondiscrimination commitment
shall be made a part of any contract which it may henceforth enter into with the City of South
Bend, Indiana or any of its agencies, boards or commissions.
Non -Collusion Nan-MbanianL Affidavit Non Iran Form
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ary public or other officer completing this
cate verifies only the identity of the individual
igned the document to which this certificateched, and not the truthfulness, accuracy, or
validity of that document.
State of Callfprnia
County ofOs
Subscribed and sworn to (or affirmed) before me on this .
day of � PJx , 2012, by `L
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proved to me on the basis of satisfactory evidence to be the
person who appeared before me,
JOYCE E. LAWSON
Commission # 2129272
z Notary Public - Californla z
z '' Los Angeles County a
My Comm. Expires Sep 17, 2019
(Seal) Sign ture