Development Services Software ° - D
D
GOVPARTNER M
Empowering Your Process
February 27, 2012
Gary Robbie, Director
Community Development Services
City of Salina, KS
300 West Ash, PO Box 736
Salina, KS 67402-0736
Re: GovPartner Contract
Dear Mr. Hobbie:
Please find enclosed an executed copy of the contract between GovPartner and the City of Salina. We
are looking forward to implementing our application within your department along with cultivating a
long-lasting relationship.
If there is anything you need, please do not hesitate to contact me directly, day or night, via cell at 319-
431-6760 or my email at mdaniel @govpartner.com.
Best regards,
Sincerely,
"'0
Mike Daniel
President
8710 Earhart Lane SW Cedar Rapids,IA 52404
toll free 888.256.5777 fax 319.841.4017
www.govpartner.com info @govpartner.com
Empowering your-process through e-Government
Master Agreement Terms and Conditions Master Agreement No.CDP201005
This Master Agreement Terms and Conditions (the"Agreement") is made and entered into this(Day)day of(Month), (Year)
(the"Effective Date") by and between GovPartner.com, a Nevada corporation having its principal place of business at 8710
Earhart Lane SW, PO Box 9009, Cedar Rapids, Iowa 52409-9009 ("GOVPARTNER"), and City of Salina ("CUSTOMER")
with an address of 300 W.Ash Street,Salina, KS 67401.
This Agreement and any references to this Agreement includes the following Terms and Conditions, as well as the terms and
conditions of the Addendums 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"). All Exhibits and
Addendums shall be a part of the Agreement as if fully set forth herein.
Addendum Agreements Form No. Included and CUSTOMER's
Incorporated Initials
herein?
Yes/No
A Software License Agreement 0001.002 Yes
B Software Maintenance and Support 0001.003
Agreement Yes
C Professional Services Agreement 0002.001 Yes
D Application Hosting Agreement 0003.001 Yes
This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or
contemporaneous agreements, negotiations, representations and proposals, written or oral between GOVPARTNER 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 CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
CUSTOMER, BY ITS SIGNATURE,ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS CERTAIN LIMITATIONS OF
LIABILITY AND CERTAIN WARRANTY DISCLAIMERS.
GOVPARTNER City of Salina
By A4C-,_HWL_ G 0.4.,x` By Sou r t�1u. P. Ai e l 6
(Type name) pe or r t name
(Signature) ( ignature)
Pit f cv o r ,-r "Ct 1 Ly-
Title Title 't
Date z .z—7 2 o t z Date �bt Uur y lot 1
1 Form No.0001.001
GPResellerMaster12-28-2004.doc
General Terms and Conditions
1., Payment Terms. GOVPARTNER will invoice
CUSTOMER on a quarterly basis for all license fees, A. GOVPARTNER will defend any action, suit or
maintenance and support charges and service fees proceeding brought against CUSTOMER if based
and hosting fees for the Software (herein "Fees"). on a claim that the Products delivered hereunder
CUSTOMER must pay each invoice within thirty (30) infringe any United States patent or copyright of
days from invoice date, unless expressly provided any third party ("Intellectual Property") provided
otherwise in a written agreement between that CUSTOMER promptly notifies
GOVPARTNER and CUSTOMER. CUSTOMER must GOVPARTNER immediately by overnight mail to
pay each invoice for a delivery within thirty (30) days General Counsel, GovPartner.com, 11590 West
from invoice date without regard to other scheduled Bernardo Court, San Diego, CA 92127 of the
shipments. Invoices not paid when due will have a action and gives GOVPARTNER full authority,
1.5 percent per month interest charge or the highest information and assistance for the action's
lawful rate, whichever is less, assessed against the defense. GOVPARTNER will pay the damages
unpaid balance from the date of invoice until the date and costs awarded therein against CUSTOMER;
of payment. All payments made under this provided, that GOVPARTNER shall not be
Agreement shall be paid in United States dollars. responsible for any compromise made without its
CUSTOMER shall pay all costs involved in collecting consent; provided, further, that GOVPARTNER's
its overdue accounts, including, without limitation, liability shall be limited as set forth in Section 4
reasonable attorneys' fees, expenses, and court (Limitation of Liability). GOVPARTNER may, at
costs. any time it is concerned over the possibility of
such an infringement, at its option and expense,
2. Proprietary Rights and Confidential Information. replace or modify the Products so that
infringement will not exist, or remove the
A. Certain information and materials supplied by Products involved and refund to CUSTOMER the
GOVPARTNER with the Products such as, price as depreciated by an equal annual amount
without limitation, the Services, Deliverables, over five(5)years.
manuals, diagrams, drawings, plans, flowcharts,
software, technical processes and formulae, B. GOVPARTNER shall have no liability to
source codes, product designs, sales, costs and CUSTOMER if any Intellectual Property
other unpublished financial information, product infringement or claim thereof is based upon the
and business plans, usage rates, relationships, use of the Products in connection or in
projects and data, are GOVPARTNER's combination with equipment, devices, or software
confidential and proprietary trade secrets (the not supplied by GOVPARTNER or used in a
"Confidential Information") and GOVPARTNER manner not expressly authorized by this
furnishes them solely to assist CUSTOMER in Agreement or in a manner for which the Products
the installation, operation and use of the were not designed, or if the claim of infringement
Products. CUSTOMER must not reproduce, copy would have been avoided but for CUSTOMER's
or disclose such Confidential Information except use of software other than the latest, unmodified
as is reasonable and necessary to properly use release of Software made available to
the Products. Nothing herein shall restrict CUSTOMER by GOVPARTNER.
CUSTOMER from complying with its obligations
under any law requiring disclosure, but C. CUSTOMER shall indemnify and hold
CUSTOMER shall give GOVPARTNER five days GOVPARTNER harmless from any loss, cost or
prior notice before any release of Confidential expense suffered or incurred in connection with
Information. any claim, suit or proceeding brought against
GOVPARTNER so far as it is based on a claim
B. CUSTOMER acknowledges and agrees that that the use, sale or licensing of any Products
GOVPARTNER shall suffer irreparable injury not delivered hereunder and modified or altered or
compensable by money damages and therefore combined with any products, device, or software
shall not have an adequate remedy at law in the not supplied by GOVPARTNER hereunder
event of an unauthorized use of proprietary rights constitutes an infringement because of such
or an unauthorized use or disclosure of any modification, alteration or combination.
Confidential Information in breach of the
provisions of this Agreement. Accordingly, 4. Limitation of Liability. GOVPARTNER will not be
GOVPARTNER shall be entitled to injunctive liable for any loss or damage claimed to have resulted
relief to prevent or curtail any such breach, from the use, operation or performance of the
threatened or actual. The foregoing shall be in Products or related in any way to their acquisition,
addition and without prejudice to such rights that regardless of the form of action. In no event will
GOVPARTNER may have at law or in equity. GOVPARTNER be liable to CUSTOMER for (a) any
special, indirect, incidental, exemplary or
3. Infringement Indemnification consequential damages, including, without limitation,
lost profits or loss of data, however arising, even if
2 Form No.0001.001
GOVPARTNER has been advised of the possibility 12. Notice. Notices hereunder must be sent to the
thereof, (b) any damages resulting from latent addresses on the face of this Agreement, or to such
defects, (c) any claim whether in contract or tort, that other addresses as specified by a notice complying
arose more than one year prior to institution of suit with this provision. Notice is effective on the earlier of
thereon. In no event shall GOVPARTNER be liable actual receipt or five days after deposit in the mail.
for damages, under any cause of action or theory of Notices in the form of a facsimile or email are
liability, in.excess of the amount paid by CUSTOMER acceptable if followed up by a mailed confirmation.
to GOVPARTNER during the twelve (12) month Notices to GOVPARTNER must be sent to the
period immediately preceding the event giving cause attention of Mr. Michael G. Daniel.
to such liability. This Section is subject to any further
limitations set forth in the applicable Addendums.
5. Taxes. CUSTOMER shall pay all taxes, levies and 13. Disputes. Any dispute regarding this Agreement
shall be resolved by the alternate dispute resolution
similar governmental charges, however designated, process stated in this Section 13. First, the Manager
and all liabilities with respect thereto which may of CUSTOMER and the President of GOVPARTNER
imposed by any jurisdiction, including, withouut t shall meet to resolve the dispute. If that meeting does
limitation, customs, privilege, excise, sales, use, not resolve the dispute, the parties will refer the
value-added and property taxes levied or based on dispute to mediation with a mediator mutually
gross revenue or operation of this Agreement, except selected by them. . The place of mediation shall be
those taxes based upon GOVPARTNER's net a location in Kansas as mutually agreed. The
income. mediator is not empowered to award damages.
6. Export. CUSTOMER agrees that the Products 14. Injunctive Relief. Notwithstanding the foregoing,
purchased hereunder will not be exported directly or GOVPARTNER shall, at any time, be entitled to seek
indirectly, separately or as part of any system,without injunctive or other equitable relief, wherever it deems
first obtaining a license from the U.S. Department of appropriate, in order to preserve or enforce its rights
Commerce or any other appropriate agency of the for any breach of this Agreement.
U.S.Government,as required.
7. Assignment. CUSTOMER may not assign or 15. Attorneys' Fees. The prevailing party in any
delegate, voluntarily or by operation of law, any of its litigation between the parties relating to this
rights or obligations in this Agreement except with Agreement will be entitled to recover its reasonable
GOVPARTNER's prior written consent. Any such attorneys' fees and court costs, in addition to any
attempted assignment or delegation in violation other relief that it may be awarded.
hereof shall be null and void. This Agreement will be
binding on and inure to the benefit of the parties 16. Headings; Construction. The headings in this
hereto and their respective successors and permitted Agreement are for convenience only and will not be
assigns and delegatees. construed to affect the meaning of any provision of
this Agreement. Any inconsistency between the
8. Waiver. Any party's delay or failure to enforce at any provisions of this Agreement and the Addendums and
time any provision of this Agreement shall not Exhibits will be resolved in favor of the main body of
constitute a waiver of such right thereafter or of any the Agreement. Any ambiguity in this Agreement
any other right or remedy. The rights and remedies shall be interpreted equitably without regard to which
provided to each party herein are separate and party drafted the Agreement or any provision thereof.
cumulative and in addition to any other rights and
remedies available to such party at law or in equity. 17. Counterparts. This Agreement may be executed in
counterparts, by facsimile, or both, each of which will
9. Force Majeure. If any cause beyond be considered an original, but all of which together will
GOVPARTNER's reasonable control prevents constitute the same instrument.
GOVPARTNER from performing under this
Agreement by a given date or time, GOVPARTNER's 18. No Third Party Beneficiary. This Agreement is
performance will be automatically postponed. solely for the benefit of the parties, and there is no
intended third party beneficiary hereunder.
10. Choice of Law. This Agreement shall be governed,
construed, and enforced, in all respects, solely and 19. Term. The term of this Agreement shall commence
exclusively by the laws of the State of Kansas, USA , on the Effective Date and shall continue so long as
as such laws are applied to agreements entered into any of Addendums A, B, C,or D remain in effect.
and to be performed entirely within Kansas between
Kansas residents without reference to its conflict of 20. Termination. Subject to the provisions of Section 13
laws principles. regarding Disputes, GOVPARTNER shall have the
right to terminate this Agreement, including any one of
11. Severability. The invalidity of any provision of this or all Addendums and Exhibits incorporated herein, if
Agreement will not affect the validity and binding (1) CUSTOMER fails to timely pay GOVPARTNER
effect of any other provision. any amounts due under this Agreement; (2)
CUSTOMER fails to comply with the terms and
Form No.0001.001
G PResellerMaster3-14-03.doc
conditions of this Agreement, including the terms and during the term of this Agreement and for a
conditions of any and all Addendums and Exhibits period of twelve (12) months after completion of
incorporated herein; (3) CUSTOMER admits in writing any and all services provided hereunder.
its inability to pay its debts generally as they become
due, or executes an assignment or similar document
for the benefit of creditors; (4) CUSTOMER becomes 23. Rights in Software, Deliverables & Components.
subject to the appointment of a receiver, trustee in Title to and ownership of all written material,
bankruptcy or similar officer for the equity or assets of including, without limitation, all software, including the
CUSTOMER; or (5) CUSTOMER assigns or Software, results and proceeds of the Services, the
delegates this Agreement without the prior written Components and any and all deliverables created for
consent of GOVPARTNER. Termination shall not be CUSTOMER under the Agreement, including, without
GOVPARTNER's exclusive remedy and no such limitation, software, magnetic and optical disks, tapes,
termination shall adversely affect any claim, right or listings and other software documentation (collectively
action which GOVPARTNER may have for damages referred to as "Deliverables") first developed or
or otherwise against CUSTOMER regarding any created by GOVPARTNER under the Agreement and
failure of CUSTOMER to perform or observe its all proprietary rights therein shall at all times remain
obligations to GOVPARTNER. Upon expiration of with GOVPARTNER; however, GOVPARTNER,
any license term hereunder or upon termination of this subject to the payment by CUSTOMER of all charges
Agreement, CUSTOMER shall immediately return or related to the Services, grants to CUSTOMER a
destroy the Software and all portions and copies personal, non-exclusive, non-transferable, limited
thereof as directed by GOVPARTNER and, if license to use Deliverables furnished to CUSTOMER
requested by GOVPARTNER, 'shall certify in writing by GOVPARTNER under the Agreement. All other
as to the destruction or return of the same. All Software and related Documentation furnished
confidentiality and non-disclosure obligations shall hereunder shall be subject to the Agreement,
survive any termination of this Agreement. including the Software License Agreement as set forth
in Addendum A, if included herein. Except and to the
extent expressly provided in this section, no license or
21. Disclaimer of Warranties. UNLESS OTHERWISE other right is hereby transferred or granted to
EXPRESSLY SET FORTH IN THIS AGREEMENT CUSTOMER, including any license by implication,
(WHICH INCLUDES ANY AND ALL ADDENDUMS estoppel or otherwise, under any patent, trade secret,
AND EXHIBITS), THERE ARE NO WARRANTIES, trademark or copyright.
EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF 24. Additional Terms and Conditions Pertaining to
MERCHANTABILITY, FITNESS FOR A Addendums B and D. If either Addendum B or D or
PARTICULAR PURPOSE, OR NOW both is included herein, then the following terms and
INFRINGEMENT. GOVPARTNER DISCLAIMS ANY conditions apply:
IMPLIED WARRANTIES. GOVPARTNER DOES
NOT WARRANT THE RESULT OF ANY SERVICES A. Maintenance
OR DELIVERABLES NOR THAT THE SERVICES (i) Hours of Support Availability. Payment of
OR DELIVERABLES WILL MEET CUSTOMER'S application hosting fees or Support Charges
REQUIREMENTS. (as defined in Addendum B) entitles
22. Employees. CUSTOMER to Support during the Principal
Period of Maintenance ("PPM"). The PPM is a
A. The parties recognize that GOVPARTNER's nine hour continous daily time period between
e the hours of 8:00 AM and 5:00 PM, local time,
employees or contractors provided under this
Agreement may perform services for third parties Monday through Friday, excluding holidays or
similar to the Services provided hereunder. such holidays as observed locally by
Accordingly, this Agreement shall not prevent GOVPARTNER. All Support subsequently
added shall have the same PPM. Support for
GOVPARTNER from performing such similar
services or restrict GOVPARTNER's use of the severe problems, as defined in the Order Form
same employees or contractors provided under (Exhibit B), also will be provided outside the
PPM.
this Agreement.
B. CUSTOMER and GOVPARTNER acknowledge (ii) Scope of Support. Support includes the
and agree that GOVPARTNER's employees response to and resolution of CUSTOMER-
encountered problems with the Software as
provided under this Agreement are highly ftreported to GOVPARTNER by CUSTOMER,
important to the success of GOVPARTNER in and, if Addendum D applies, maintenance and
fulfilling the intent of this Agreement. operation of the Host Computer System.
Accordingly, CUSTOMER agrees that it will not, Resolution of CUSTOMER-encountered
either directly or indirectly,solicit,divert or hire,or problems shall, at GOVPARTNER's option,
attempt to solicit, divert or hire any consist of (1) maintenance provided through
GOVPARTNER employees engaged in providing telephone or electronic support as described
the Services under this Agreement at any time
Form No.0001.001
GPResellerMaster3-14-01doc
on the Order Form; (2) correction of any defect Software. CUSTOMER is responsible for
in the Software program that materially and performing Software back-ups in accordance with
adversely affects the use of the Software as published documentation. CUSTOMER shall
described in GOVPARTNER's documentation; notify GOVPARTNER of any Software failure and
or (3) delivery of bug fixes or workarounds shall allow GOVPARTNER reasonable access to
limited to the current or immediate prior the Software for performing Support.
Software release. GOVPARTNER will only CUSTOMER must provide GOVPARTNER with
support licensed Software located on the modem access to the Software to perform remote
System and the Host Computer System. support. CUSTOMER will designate no more
GOVPARTNER will use commercially than three (3) Authorized Contacts as
reasonable efforts to respond to CUSTOMER GOVPARTNER trained System Administrators
calls according to the priority level of the call trained in the operating system, database
described in the Order Form. GOVPARTNER (including back-up and restore) and
will resolve the CUSTOMER's call in a GOVPARTNER tools and applications purchased
commercially reasonable period. Support also by the CUSTOMER. Support calls must be
includes the use of upgrade Software releases, placed to GOVPARTNER by a GOVPARTNER
as deemed appropriate by GOVPARTNER. trained contact, as listed in the CUSTOMER
Any rendering of supplemental maintenance Authorized Contact Information Form on Exhbibit
Support by GOVPARTNER that is not provided C of the Agreement.
for in the Order Form, including extended
coverage, upgrade of Software releases and C. Software Modification. GOVPARTNER will not
consulting, will be performed at be responsible to CUSTOMER for loss of use of
GOVPARTNER's discretion upon receipt of a the Software or data or for any other liabilities
Work Order or appropriate payment, and, if arising from alterations, additions, adjustments or
performed, will be charged to CUSTOMER at repairs which are made to the Software by third
current prices and terms then in effect. parties other than authorized representatives of
GOVPARTNER, or at the direction of
(iii) Support Limitations. Any Support is GOVPARTNER. GOVPARTNER reserves the
dependent upon the use by CUSTOMER of right to terminate the Agreement upon written
unmodified Software (except as authorized by notice to CUSTOMER if any such alteration,
GOVPARTNER pursuant to a Professional addition, adjustment or repair adversely affects
Services Agreement as set forth in Addendum GOVPARTNER's ability to render maintenance
C) operated in accordance with Support to the Software.
GOVPARTNER's documentation. Software
Support specifically excludes the following: (1)
Support to a version of Software other than the `
current or immediate prior release; (2)efforts to
restore a release of the Software beyond the
current or immediate prior release; and (3)
efforts to restore CUSTOMER data beyond the
most recent back-up.
(iv) End of Support Life. GOVPARTNER
periodically announces the End of Support Life
(EOSL) for Software. GOVPARTNER will
notify the CUSTOMER signatory or designee in
writing or by electronic mail a minimum of one
hundred,and eighty (180) days prior to the
Support discontinuance. After the EOSL,
telephone and/or web-based support limited to
current available fixes will be available on a
commercially reasonable efforts .basis at
prevailing prices.
B. CUSTOMER's Responsibilities. CUSTOMER
is responsible for maintenance and installation of
any common carrier equipment or communication
Support related to,the operation of the Software
and not furnished by GOVPARTNER.
CUSTOMER is also responsible for charges
incurred for communication facilities at
CUSTOMER's facilities, whether incurred by
CUSTOMER or by GOVPARTNER Support
representatives while performing Support on the
Form No.0001.001
GPResellerMaster3-14-03.doc
EXHIBIT A
Fees for Software Licenses, Software Maintenance and Support, Professional Services, and Application Hosting.
We would like to extend the City of Salina substantial discounts on both the Annual Hosting Fee
(Software) and Implementation Services fees. These discounts identified in this Revised Cost Proposal
are further reductions from the fees that were originally proposed to the City based on our RFQ
response. The cost reductions are intended to better align with the City's current and long-term
financial requirements.
In return for the discounts provided we would like the City to agree to an initial contract term of 4 or
more years. This extended contract term is mutually beneficial and it will guarantee the City's reduced
hosting fees for the duration of the term.
GovPartner Software Hosting Fees
• Land Management(Base)
• Building
• Planning
• Code Enforcement $64,000
• Citizen Request Management
• Licensing
• Public Portal
• GIS Viewer
® i i,lil�I
Implementation
Project Management $1,000 per 20 days $20,000
System Configuration &Testing $1,000 per 20 days $20,000
Training $1,000 per 10 days $10,000
Report Writer Training $2;000 per 2 days $4,000
• Report/Form/Letter customizations day
Installation
• Not required for a GovPartner Hosted No Charge
system
Data Conversion No Historical
• Estimate for converting historical $125 per hour Data to convert
data
Form No.0001.001
Documentation
No charge
• See assumptions
Travel & Expenses $4,800
• Average cost$1,200 per trip—4 trips estimated estimate
Initial Data Load &GIS Integration
• load of parcel,ownership, and address data from City's GIS Tax Assessor
or GIS. Also, incremental file upload routine for adding to database over $5,000
time.
• Integration with ArcGIS Server where all parcel, ownership, and address
information will be made available in the GovPartner system.
Finance Integration $5,000
• Daily automated batch export process with New World i5 AS400 System
Laserfiche Integration
• All documents will be stored in Laserfiche with links in GovPartnerWe are
currently evaluating the integration scope and requirements with
Laserfiche. We have extensive experience integrating GovPartner
with a variety of systems and technologies including Electronic Not to exceed
Document Management Systems. We have initiated contact with 100 hours of
Laserfiche and will reconnect with them to fully scope this. Our effort
expectation is that we will connect to Laserfiche's standard API
which should minimize any associated costs. However, we are
unable to provide a specific cost for this integration until we are
clear on the requirements.
Implementation Services Total $68,000
Implementation Services Discount -$38,000
Proposed Solution Grand Total
GovPartner Hosted S stem
e eee
Form No.0001.001
GPResellerMaster3-14-03.doc
EXHIBIT B
CUSTOMER Support Subscription Order Form
CUSTOMER: City of Salina
CUSTOMER CONTACT: Gary Hobbie
CUSTOMER Phone: 785-309-5715
CUSTOMER Fax: 785-309-5713
CUSTOMER E-mail Address: ar .hobbie salina.or
Address: 300 W. Ash Street#201
City, State or Province, Zip Code or Postal Code: Salina, KS 67401-0736
Description Response Time Means of Contact
Support
Level 1: Severe problems rendering software Response"within 4 hours, Telephone, e-mail,
application substantially inoperable without 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 Response"within 24 hours Telephone, e-mail
functioning as designed, but which do not significantly
affect operability or render application substantially
inoperable
Level 4: Less critical problems for which an acceptable Will be considered and Telephone, e-mail,
work around is developed addressed as part of normal letter
product enhancement cycle
""Response means begin
actively working on solution
Form No.0001.001
EXHIBIT C
CUSTOMER Authorized Contact Information Form
General Information
CUSTOMER: City of Salina E-mail Address:jack.rolfs @salina.or
Primary Technical Contact:Jack Rolfs Phone:785-309-5755 Fax:785-826-6585
Address:300 West Ash Street#201 City,State or Province:Salina
Zip Code or Postal Code:67401 Country: USA
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: Sue Cline Title: Development Services Supervisor
Phone Number: 785-309-5715 Fax Number: 785-309-5713
E-mail or Internet Addr: sue.cline @salina.org Pager Number: NA
Trained Contact
Name: Krystal Norris Title: Development Coordinator
Phone Number: 785-309-5715 Fax Number: 785-309-5713
E-mail or Internet Addr: Pager Number: NA
krystal.norris@salina.org
Trained Contact
Name: Mike Schra e Title: Deputy City Manager
Phone Number: 785-309-5700 Fax Number: 785-309-5711
E-mail or Internet Addr: Pager Number: NA
mike.schra a @salina.or
Form No.0001.001
G P ResellerMaster3-14-03.doc
ADDENDUM A
Software License Agreement Master Agreement No. CDP201005
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 INCORPORATED IN AND MADE A
PART OF THE MASTER AGREEMENT:
CUSTOMER's Initials
The terms and conditions of the Master Agreement (the GOVPARTNER. Software provided hereunder is
"Agreement") are incorporated herein as if the same were valuable, proprietary and unique, and
fully set forth herein. Capitalized terms not otherwise CUSTOMER agrees to be bound by and observe
defined herein shall have the same meaning as defined the proprietary nature thereof as provided herein.
elsewhere in the.Agreement. CUSTOMER agrees to take diligent action to
fulfill its obligations hereunder by instruction or
The.following are the terms and conditions under which agreement with its employees or agents (whose
GOVPARTNER licenses its standard Software listed on confidentiality obligations shall survive
Exhibit A to the Agreement, as modified from time to time. termination of employment or agency) who are
permitted access to the Software. Such access
1. Grant of License shall only be given on a need-to-know basis.
Except as set forth in this Addendum A or as may
A. Each Software product, including all data be permitted in writing by GOVPARTNER,
programs or set of programs, or routines and CUSTOMER shall not use, provide or otherwise
subroutines, consisting of a series of instructions make available the Software or any part or copies
or statements in machine readable form, and thereof to any third party. CUSTOMER shall not
including any documentation relating to or reverse engineer, decompile or disassemble the
describing such Software, such as, but not limited Software or any portion thereof, nor otherwise
to manuals, online documentation and user attempt to create or derive the source code.
instructions, flow charts, database schemas and CUSTOMER acknowledges that unauthorized
improvements or updates provided by reproduction, use, or disclosure of the Software
'GOVPARTNER (collectively "Software"), is or any part thereof may cause irreparable injury
furnished to CUSTOMER under a personal, non- to GOVPARTNER, who may therefore be entitled
exclusive, nontransferable limited license solely to injunctive relief to enforce these license
for CUSTOMER's own internal use on restrictions, in addition to any other remedies
CUSTOMER's servers and client , devices available at law, in equity, or under the
("System") in compliance with this license and all Agreement.
applicable laws and regulations. CUSTOMER
agrees that this license does not permit 2. License Fees. The license fee for the Software,
CUSTOMER to: (1) use the Software for a including the Fees are set forth on Exhibit A of
service bureau application or (2) sublicense the the Agreement.
Software. 3. Installation and Acceptance. CUSTOMER shall be
B. The Software may only be copied, in whole or in responsible for installation of the Software. At
part (with the proper inclusion of copyright notice CUSTOMER's request and on terms to be
and any other designation, required or proprietary agreed upon, GOVPARTNER will install the
notice and/or trademarks on such Software), as Software. GOVPARTNER's installation services
may be necessary or incidental for archival are limited to loading the Software onto properly
purposes or to replace a worn or defective copy. configured Server and Clients and testing the
Software. Installation, whether performed by
C. If CUSTOMER is unable to operate the Software GOVPARTNER or CUSTOMER will provide for
on the System due to an equipment malfunction, an acceptance of the installation by the
the license to use the Software may be CUSTOMER. Acceptance shall mean that the
transferred temporarily to another Client or installed/loaded Software has gone through a
Server during the period of equipment reasonable testing and.. acceptance period.
malfunction. CUSTOMER shall be responsible for configuring
and installing any required disk storage systems,
D. Title to and ownership of the Software and any database applications, network software,
portions (or any modifications, translations, or application servers, systems and computer
derivatives thereof, even if unauthorized) and all terminals and workstations prior to installation"of
applicable rights in patents,,copyrights and trade the Software. Installation will be deemed
secrets and any other proprietary rights in the successful and completed when the Software is
Software shall remain exclusively with loaded on a Client and/or Server, has gone
1 Form No.0001.002
G P ResellerLicense 12-28-2004.doc
through acceptance and is ready for use (the REMEDIES SET FORTH IN THIS SECTION
"Installation Date"). , ARE GOVPARTNER'S SOLE LIABILITY, AND
Term. This Agreement anticipates services CUSTOMER'S SOLE AND. EXCLUSIVE
spanning multiple budget years for the City, and it is REMEDY, IN LIEU OF ALL OTHERS, FOR ANY
subject to further appropriation by the CITY's BREACH BY GOVPARTNER OF ITS
governing body for future fiscal budget years. If the WARRANTIES IN THIS SECTION.
CITY's governing.body does not appropriate the 6. U.S. Government Restricted Rights. The Software
funds necessary to compensate GOVPARTNER for is commercial software and the Software and
services to be provided pursuant to this Agreement Documentation are provided with restricted
in the future fiscal years, the CITY shall so notify rights. Use, duplication or disclosure by the
GOVPARTNER and this Agreement shall be null Government is subject to restrictions as set forth
and void for purposes of the fiscal budget year(s) in paragraph (c)(1)(ii) of the Rights in Technical
affected by the decision of the governing body not to Data and Computer Software Clause at DFARS
appropriate. Unless terminated by either party, the 252.227-7013 of subparagraphs (c)(1) and (2) of
term of each paid license shall be perpetual. the Commercial Computer Software-Restricted
Rights at 48 CFR 52.227-19, as applicable.
4. Types of Software Licenses. Licensor of the Software is GovPartner.com,
11590 W. Bernardo Court, San Diego, California
A. For purposes of this Addendum A, the following 92127-1624.
definitions shall apply:
1. Servers are personal computers,
minicomputers, mainframes, workstations
and terminal devices that interact with Client
Software .and have been approved by
GOVPARTNER for operation of Software.
2. Server Software is a copy of Software
residing on a Server.or multiple Servers.
3. Clients are personal computers,
minicomputers, mainframes, workstations
and terminal devices that interact with Server
Software and have been approved by
GOVPARTNER for operation of Software.
4. Client Software is a copy of Software
residing on a Client that interacts with Server
Software.
The license for the Software is an unlimited
enterprise concurrent license.
B. GOVPARTNER may audit CUSTOMER's
Software usage remotely or on-site during
service calls or upon reasonable notice during
standard business hours.
Limited Warranty
A. GOVPARTNER warrants that, for a period of one
hundred eighty (180) days from date of delivery,
Software used in a manner for which it was
designed will generally conform to the applicable
GOVPARTNER documentation provided at the
completion of implementation. GOVPARTNER's
sole obligation and liability hereunder shall be to
use reasonable efforts to remedy any substantial
non-conformance which is reported to.
GOVPARTNER in writing within the warranty
period or if GOVPARTNER in its sole discretion
determines that the foregoing is not commecially
feasible, then GOVPARTNER shall refund the
License Fees paid by CUSTOMER for such
Software. Sole and Exclusive Remedy. THE
2 Form No.0001.002
GPResellerLicense 12-28-2004.doc
ADDENDUM B
Software Maintenance and Support Agreement Master Agreement No. CDP201005
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 SUPPORT AGREEMENT APPLY. CUSTOMER
AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORATED IN AND MADE A
PART OF THE MASTER AGREEMENT:
CUSTOMER's Initials
The terms and conditions of the Master Agreement (the 2. Support Charges
"Agreement") are incorporated herein as if the same were
fully set forth herein. Capitalized terms not otherwise A. Definition. "Support Charges" are the total
defined herein shall have the same meaning as defined annual charges for the Support Program set forth
elsewhere in the Agreement. on the Order Form. After the initial term and
upon forty-five (45) days written notice,
The following are the terms and conditions under which GOVPARTNER may change its Support Charges
GOVPARTNER provides Support (the "Support") for the then in effect. If the Support Charges are
Software indicated in the Support Subscription Order Form increased, CUSTOMER may terminate Support
as set forth in Exhibit B of the Agreemet (the "Order as of the effective date of such increase, upon
Form") covering the Software listed in Exhibit A of the fifteen (15) days written notice to
Agreement,as modified from time to time. GOVPARTNER. If CUSTOMER does not
terminate Support as provided for herein,the new
1. Term and Applicability to Other Agreements Support Charge shall become effective on the
date specified in the notice.
A. If CUSTOMER elects at the same time as it
executes a Software License Agreement to have B. Invoices. Support Charges will be invoiced
this Addendum B apply, then: (a) the initial term annually in advance, and any one-time charge
shall begin on the Commencement Date of the will be invoiced as incurred. Partial invoicing will
Software to the CUSTOMER and end twelve (12) be prorated on the basis of a thirty-day (30-day)
months after the Delivery Date, (b) the month.
Commencement Date for Support Charges will
be upon the date the Software is implemented 3. SOLE AND EXCLUSIVE REMEDY. SUPPORT
successfully on CUSTOMER's System (the PROVIDED UNDER THIS ADDENDUM B DOES
"Commencement Date"), (c) payment of one year NOT ASSURE THE UNINTERRUPTED OPERATION
of Support Charges in advance in accordance OF THE SOFTWARE. IN THE EVENT THAT
with the Order Form shall begin on the GOVPARTNER IS UNABLE AFTER REASONABLE
Commencement Date. EFFORTS TO. PROVIDE A CORRECTION OR
WORKAROUND AS PROVIDED IN 1(B),
B. If this Addendum B first goes into effect at any CUSTOMER'S SOLE AND EXCLUSIVE REMEDY
other time, the initial term shall begin on the date SHALL BE TO TERMINATE THIS ADDENDUM B.
of the applicable Order Form and end twelve (12) THE REMEDY SET FORTH IN THIS SECTION IS
months thereafter, with payment in advance for GOVPARTNER'S SOLE LIABILITY, AND
one year of Support Charges. The CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, IN
Commencement Date for Software add-ons LIEU OF ALL OTHERS, FOR ANY BREACH BY
and/or upgrades will be the Delivery Date and the GOVPARTNER OF ITS OBLIGATIONS UNDER THIS
term of Support and related Support Charges ADDENDUM B.
shall be coterminous with the term of Support
applicable to the Software initially covered.
C., After the initial term, Support shall continue under
the terms and conditions set forth herein from
year to year, unless terminated by either party
upon ninety (90) days advance written notice to
the other party.
1 Form No.0001.003
GPResellerS upport12-28-2004.doc
ADDENDUM C
Professional Services Agreement Master Agreement No.CDP201005
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 WHICH ARE
INCORPORATED IN AND MADE PART OF THE MASTER AGREEMENT.
CUSTOMER's Initials
The terms and conditions of the Master Agreement Monday through Friday excluding holidays or
(the "Agreement") are incorporated herein as if the such holidays as observed locally by
same were fully set forth herein. Capitalized terms GOVPARTNER. CUSTOMER may request
not otherwise defined herein shall have the same in writing extended hours beyond the normal
meaning as defined elsewhere in the Agreement. hours of service at the prevailing surcharge
rates.
1. Services E. CUSTOMER shall furnish GOVPARTNER,
at CUSTOMER's expense, all technical data
A. The professional consulting services and and information as may be determined by
deliverables to be performed or delivered by GOVPARTNER to be necessary to furnish
GOVPARTNER under this Addendum C may the Services in the WO. CUSTOMER shall
include, but are not limited to: consulting, grant GOVPARTNER access to the System
network engineering, systems integration, at such times and so configured as may be
hardware installation, special studies, required for the adequate delivery of the
installation evaluations, custom modification, Services.
tools/utilities components, programming and
documentation, data conversion, application F. GOVPARTNER tools/utilities components
design and development, systems analysis and custom modifications (hereinafter
and design, conversions, implementing "Components") developed by
planning and implementation of the Software GOVPARTNER to enhance the functionality
pursuant to CUSTOMER's Work Order of GOVPARTNER Software for the
(collectively referred to as the "Services"). applicable CUSTOMER solution may be
On-site support is available to resolve severe described and the associated fees therefor
problems rendering software application may be set forth in the applicable WO. The
substantially inoperable and to perform rights to use these Components are granted
upgrades. in accordance with the Agreement. In
addition, continuing support for the specified
B. During the term of this Addendum C, the Components may be ordered under
CUSTOMER may submit orders to GOVPARTNER's Software Maintenance and
GOVPARTNER: Upon acceptance by Support Agreement as set forth in
GOVPARTNER, each order shall become Addendum B.
part of and be subject to the terms and
conditions of this Addendum C. G. GOVPARTNER shall use reasonable efforts
GOVPARTNER shall not withhold to perform the Services to be provided
acceptance unreasonably. hereunder, but GOVPARTNER will not be
responsible for any delays resulting from
C. For each order issued and accepted by circumstances beyond its control.
GOVPARTNER, the parties shall mutually
agree to and attach a work order("WO")with 2. Term. Unless otherwise terminated in
written estimate of the tasks, deliverables, accordance with the Agreement, this Addendum
acceptance of deliverables, schedule for C shall commence effective on the date of
performance and cost for providing the acceptance by GOVPARTNER and shall remain
requested Services. It is understood that in force until terminated with sixty(60)days prior
the WO may be amended by mutual written written notice from either party. Completion of
agreement. If there is any conflict of terms any ordered Services or the absence of orders
between this Addendum C and the WO,then for additional Services shall not terminate this
this Addendum C shall control. Addendum C, it being the intent of the parties to
keep this Addendum C in effect in the event of
D. Hours of Service: Services will be provided future orders for Services unless otherwise
during the hours of 8:00 a.m. to 5:00 p.m. notified by either party in writing.
Form No.0002.001
3. Charges and Invoicing. The CUSTOMER order under this Section. Any resumption of
agrees to pay for all Services delivered by the Services shall require a mutual review
GOVPARTNER, including reasonable travel, and written acceptance of the applicable WO
subsistence and lodging in accordance with and any changes or amendments thereto.
GOVPARTNER's established rates and
minimums in effect when the Services are 5. Change Control and Supervision
rendered. Additionally, the CUSTOMER agrees
to reimburse GOVPARTNER for any special or A. All changes must be documented in writing
unusual expenses incurred at the CUSTOMER's and signed by the requesting party. The
specific request. Unless a prepaid order is assigned Professional Services Project
received, CUSTOMER will be invoiced monthly Manager will analyze these requests and
for Services rendered in the previous month or in generate an initial assessment as to the
accordance with the milestone payment schedule impact on the WO's cost and/or schedule
in the WO attached to each order. All charges within five business days.
and rates are exclusive of all sales, use and like
taxes. Such taxes are the responsibility of the (i) Changes that do not affect the cost
CUSTOMER and will be billed to the and/or schedule of the
CUSTOMER as a separate line item on each Services/Deliverables will be handled
invoice. within the WO. The Project Manager
may take three actions: authorize the
4. Change Orders proposed change, deny the proposed
change; or request additional
A. In the event that either party desires to information.
change the scope of the Services for any
reason which is not within the scope of the (ii) Changes that affect cost and/or
WO, such party (referred to for convenience schedule of the Services/Deliverables
.as the "requesting party") shall submit to the will be reported to the CUSTOMER,with
other party (referred to for convenience as the applicable pricing and schedule
the "receiving party") a request for a change impact of the requested change to the
to the scope of the Services (a "Change WO
Order"). Each Change Order shall set forth
in reasonable detail the nature of the change g While present on the CUSTOMER's
in the Services being requested, the premises and performing Services under this
recommended increase or decrease in Addendum C, GOVPARTNER and its
personnel or other resources, if any, and any employees.and contractors shall conform to
impact of the Change Order will have on the CUSTOMER's published policies and
WO schedule or costs, once the Change procedures and shall abide by
Order is implemented. The receiving party CUSTOMER'S directions which are
will use commercially reasonable efforts to consistent with the WO.
review and respond to the Change Order
within ten (10) business days.after receipt of
the Change Order. The receiving party may C. It is the express intention of the parties that
approve, propose modifications to or GOVPARTNER and/or its employees or
disapprove of the requested Change Order. contractors is an independent contractor and
Nether party shall unreasonably disapprove not an employee, agent or partner of
a Change Order presented by the other. If CUSTOMER. Nothing in this Addendum C
the receiving party disapproves of the shall be interpreted as creating. the
requested Change Order, the receiving party relationship of employer and employee
shall provide to the requesting party in between GOVPARTNER employees or
writing, within the ten (10) day response contractors and CUSTOMER.
period, the reasons for denying, the
requested Change Order. In the event the D. Should a GOVPARTNER employee or
parties fail to agree on a specific Change contractor be unable to perform the
Order, GOVPARTNER shall continue to scheduled Services under this Addendum C
provide the Services at the service level because the illness, resignation or other
provided that the WO is met. causes beyond GOVPARTNER's control,
GOVPARTNER shall have the right to GOVPARTNER will attempt to replace such
allocate its resources to the extent employee or contractor within a reasonable
necessary to achieve such mutually agreed time.
to service levels.
B. A stop work notice or a request for
suspension of performance by the
CUSTOMER shall be considered a change
Form No.0002.001
G P R ese I l e rP rofS e ry 12-28-2 004.d oc
ADDENDUM D
Application Hosting Agreement Master Agreement No.CDP201005
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 AGREEMENT APPLY.
CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORATED IN
AND MADE A PART OF THE MASTER AGREEMENT:
CUSTOMER's Initial
The terms and conditions of the Master Agreement F. The Hosting Computer System shall be used
(the "Agreement") are incorporated herein as if the by CUSTOMER only for purposes relating to
same were fully set forth herein. Capitalized terms CUSTOMER's own use of the Software.
not otherwise defined herein shall have the same GOVPARTNER will not be responsible for
meaning as defined elsewhere in the Agreement. any delays resulting from circumstances
beyond its control.
1. Hosting Services G. GOVPARTNER will take reasonable
precautions to guard against unauthorized
A. GOVPARTNER will install and operate the access to CUSTOMER's data that is used or
host portion of the Software in collected by the Software. However,
GOVPARTNER's host computer system (the GOVPARTNER assumes no responsibility
"Host Computer System"). that the Software will be used properly.
B. GOVPARTNER will provide all equipment, Term. The initial term of this Addendum D shall
software and services necessary for the commence the date the Agreement is signed
operation and maintenance and support of and shall annually renew until four years after
the Host Computer System and the host the date of successful implementation of the
portion.of the Software. GOVPARTNER p
may contract with third parties for all or part host portion of the Software However, this
of such equipment, software and services. Agreement and/or Addendum anticipates
GOVPARTNER reserves the right to change services spanning multiple budget years for the
the configuration of the Host Computer City, and it is subject to further appropriation.by
System and the host portion of the Software the CITY's governing body for future fiscal
and to change or delete such equipment or budget years. If the CITY's governing body
software at any time, but GOVPARTNER does not'appropriate the funds necessary to
shall make CUSTOMER's application compensate GOVPARTNER for services to be
compatible with such change or deletion
without additional charge to CUSTOMER. provided pursuant to this Agreement in the
future fiscal years, the CITY shall so notify
C. GOVPARTNER will provide bandwidth for GOVPARTNER and this Agreement shall be null
communication between CUSTOMER and and void for purposes of the fiscal budget
its web users involving the Software as year(s) affected by the decision of the governing
provided in Schedule D-1, attached hereto body not to appropriate. Thereafter, unless .
and incorporated herein. GOVPARTNER will CUSTOMER notifies GOVPARTNER in writing
back-up CUSTOMER's data as provided in at least sixty(60) days in advance of each
Schedule D-1. scheduled expiration date that CUSTOMER
elects not to renew, this Addendum D shall
p rocedures are as described pursuant to the
D. applicable, installation and training automatically renew for a period of twelve
p
Professional Services Agreement as set months. Notwithstanding the preceding,
forth in Addendum C. If GOVPARTNER is GOVPARTNER may terminate by giving at least
requested to provide custom modification, sixty (60) days written notice that
consulting, system integration or other GOVPARTNER cannot meet the requirements
services,the terms for such services shall be of Schedule DA and CUSTOMER may
provided in Addendum C. terminate for convenience the service of any
hosted application upon thirty days written
E. CUSTOMER shall have access to and be notice. Notwithstanding anything to the contrary
permitted to use the Software via Internet in this Section 2, this Addendum D shall
facilities. The communications and network terminate immediately upon termination of
interoperability requirements for Internet Addendum A.
access are as described in Schedule D-1.
1 Form No.0003.001
GPResellerHost3-14-03.doc
2. Fees. CUSTOMER agrees to pay those fees
specified in Exhibit A of the Agreement.
CUSTOMER will be invoiced quarterly. All
charges and rates are exclusive of all sales, use
and like taxes. Such taxes are the responsibility
of the CUSTOMER and will be billed to the
CUSTOMER as a separate line item on each
invoice.
3. Credit Card Services. The attached
CyberSource Managed Commerce Provider
Agreement (the "Credit Card Agreement") for the
purpose of facilitating credit card processing by
the CUSTOMER regarding the use of the
Software by CUSTOMER's web users.
GOVPARTNER grants CUSTOMER the rights of
a "Customer" as provided within the Credit Card
Agreement. This grant of rights shall continue
until the sooner of the termination of the Credit
Card Agreement or the termination of this
Addendum D. In the event of termination of the
Credit Card Agreement, GOVPARTNER shall.
obtain similar services from another source, the
terms of which agreement with another source
shall apply to CUSTOMER.
4. Control and Supervision. CUSTOMER is
solely responsible for any liability rising out of or
related to the web application. CUSTOMER
agrees to indemnify, defend, and hold harmless
GOVPARTNER and their employees and agents
from and against any and all liabilities, losses,
damages, costs, and expenses, including
reasonable attorneys' fees and experts' fees
associated with any claim or action against
GOVPARTNER related to or arising out of the
web site. This indemnification will survive
termination of this Addendum D.
SCHEDULE D-1
Bandwidth:
CUSTOMER will be provided with the bandwidth from a datacenter necessary for adequate responsiveness
for the following application(s):
2 Form No.00032.001
G P Resel I erHost3-14-03.doc
CUSTOMER Software and Equipment:
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.
Software
Any W3.org (World Wide Web Consortium) HTML 3.2 or 4.0 compliant browser for access by
public. CUSTOMER staff must use Microsoft Internet Explorer version 5 or later. In order to
maintain session state cookies must be enabled.
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. CUSTOMER Internet
access to hosted applications should provide for a dedicated, "always on", connection at 128kb/s
or higher data rate. Any CUSTOMER firewall security device to be configured to permit two-way
communication between hosted applications at the data center and the CUSTOMER's server
running the database.
GOVPARTNER Backup:
GOVPARTNER shall perform a full back-up of CUSTOMER's data files 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.
5 Form No.0001.003
G P Resel l e rH ost 12-28-2004.d oc