Software Consulting Services Agreement
This Agreement ("Agreement") is made between Integrated Technology Partners, Corporation (“ITP” or “Consultant”), a Missouri corporation located at 12685 Dorsett Road #141, Maryland Heights, MO 63043, and the City of Barstow, California (“City” or “Client”), a municipal corporation located at 220 East Mountain View St, Suite A, Barstow, CA 92311.
1. Scope of Services:
Scope of Services: Consultant agrees to provide consulting services to the Client as described in a mutually agreed-upon Statement of Work (SOW) or Proposal (the "Services"). Each SOW will detail the specific tasks, deliverables, timelines, and any other relevant project parameters. Remote Basis: All Services will be performed remotely unless otherwise explicitly agreed upon in writing in an SOW. Consultant will utilize its own equipment, software, and internet connectivity to perform the Services.
Part-Time Engagement: The engagement is on a part-time basis. ITP staƯ will manage their own working hours to meet the agreed-upon deliverables and deadlines as specified in the SOW, respecting the City's reasonable communication and meeting requests during standard business hours (e.g., 8:00 AM - 5:00 PM Pacific Time).
City Cooperation: City agrees to provide timely access to all necessary information, data, systems, personnel, and approvals reasonably required by ITP staƯ to perform the Services.
Delays caused by City's failure to provide such access or cooperation may impact project timelines and may result in additional fees
2. Fees and Payments:
The City will pay ITP for services at the rates and schedule defined in each SOW. Invoices: ITP will send invoices monthly or as specified in the SOW. Payment Due: Invoices are due within 30 days of the invoice date. Late payments may incur a fee of 1.5% on the principle unpaid amount per month.
Expenses: Any necessary out-of-pocket expenses must be pre-approved by the City of Barstow and will be reimbursed with valid documentation.
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A
3. Term and Termination:
This Agreement begins on the date both parties sign it and continues until all services are complete and all payments are made, or until terminated as follows:
Termination with Notice: Either party can end this Agreement or any SOW by giving 30 days' written notice.
Termination for Cause: Either party can end this Agreement immediately if the other party:
o Fails to fix a major breach of this Agreement within 10 days of receiving written notice. o Becomes insolvent or files for bankruptcy.
Upon termination, the City of Barstow will pay ITP for all services completed and expenses incurred up to the termination date.
4. Independent Contractor Status:
ITP is an independent contractor, not an employee, partner, or agent of the City. ITP is responsible for all its own taxes, withholdings, and insurance. The City will not provide any employee benefits to ITP staƯ.
5. Confidentiality:
Both parties agree to keep all non-public information confidential to the extent permitted by law, including business plans, financial data, and technical information. Neither party will share this information with anyone else without written permission.
6. Intellectual Property:
City Ownership: Unless otherwise expressly agreed in an SOW, all work product, deliverables, and intellectual property rights (including copyrights, trademarks, patents, and trade secrets) conceived, developed, or reduced to practice by Consultant in the course of performing the Services for Client ("Work Product") shall be considered "works made for hire" to the extent permitted by law. To the extent any Work Product is not deemed a "work made for hire," Consultant hereby assigns to Client all right, title, and interest in and to such Work Product.
ITP retains all rights to its Consultant Tools and Methodologies, which are any pre-existing software, tools, code, or know-how used to deliver the services. ITP grants the City a permanent, royalty-free license to use these tools for their internal business purposes, but only to the extent necessary to use the final Work Product.
7. Limitation of Liability:
ITP's services are provided "as is," without any guarantee that they will be error-free. To the maximum extent permitted by law, neither party is responsible for any indirect or consequential damages.
With the exception of unpaid fees due under this Agreement, the parties’ total liability to one another for any claims related to this Agreement will not exceed the total fees paid by the City to ITP in the six months before the claim arose.
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A
8. Indemnification
Notwithstanding Section 7, each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, damages, or costs (including legal fees) arising from:
The party’s breach of this Agreement.
Any injury or damage caused by the party’s negligence.
9. General Provisions
Governing Law: This Agreement will be governed by the laws of the State of California. Any legal action will be in the federal or state courts located in San Bernardino County, California. Entire Agreement: This Agreement and the SOWs are the full understanding between the parties.
Notices: All oƯicial notices must be in writing.
Force Majeure: Neither party is responsible for delays or failures caused by events outside their reasonable control, such as natural disasters or strikes.
INTENDING TO BE LEGALLY BOUND, each of the parties hereto has caused this Agreement to be executed by a duly authorized representative of such party as of the date first set forth above. The City of Barstow Integrated Technology Partners By: ________________________ By: _______________________ Name: Name: Richard Haller
Title: Title: President
Date: Date:
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A Rochelle Clayton
9/23/2025
City Manager
9/24/2025
STATEMENT OF WORK (SOW)
SOW No. 2025-001
This Statement of Work ("SOW") is entered into under the terms and conditions of the Software Consulting Services Agreement between Integrated Technology Partners (ITP) and the City of Barstow, California (the "City"). This SOW outlines the specific services, scope, and deliverables for the Tyler Munis implementation project.
Project Overview
The City is in the process of transitioning from the Tyler Eden system to a full Tyler Munis Enterprise Resource Planning (ERP) platform. This project will focus on the phased implementation of key financial, human resources, and procurement modules, building upon the already-live Utility Billing system.
1. Scope of Services
ITP will provide a dedicated Implementation Project Manager and consultant to support the successful rollout of the new Munis ERP system.
The services will include:
Project Management: Serve as the primary Implementation Project Manager to ensure all project milestones and timelines are met. The consultant will guide the rollout, ensuring alignment with industry best practices.
System Migration and Support: Facilitate and support the migration of data and processes from the Tyler Eden system to Tyler Munis across various city departments. Administrative and Analyst Duties: Perform essential analyst and administrative functions, including user and role configuration, and capacity planning within the IT infrastructure to support the new system.
Documentation and Reporting: Maintain comprehensive project documentation, track progress toward go-live readiness, and provide regular status updates. Other duties as Requested by the Director of Finance
2. Key Roles and Reporting Structure
The ITP consultant will report to the City's Director of Finance. The consultant will serve as a liaison for the IT department, representing IT's interests and providing necessary technical coordination during project meetings.
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A
3. StaƯ
ITP will provide Pamela Wilson as the Project Manager and Senior Analyst for the duration of this project. Pamela's services will be billed at a rate of $150 per hour. We expect Pamela to average roughly 20 hours per week over the life of the project to ensure all project milestones and timelines are met.
4.Exclusions
The scope of this SOW is limited to the modules and activities described above. Any additional modules, services, or significant changes to the scope will require a separate SOW or a formal amendment to this SOW, with corresponding adjustments to the project timeline and fees.
INTENDING TO BE LEGALLY BOUND, each of the parties hereto has caused this Agreement to be executed by a duly authorized representative of such party as of the date first set forth above. The City of Barstow Integrated Technology Partners By: ________________________ By: _______________________ Name: Name: Richard Haller
Title: Title: President
Date: Date:
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A Rochelle Clayton
9/23/2025
City Manager
9/24/2025
MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
THIS MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (this "Agreement'') is made and entered into as of September 2, 2025,by and between Integrated Technology Partners, Corporation (Company), a Missouri corporation located at 12685 Dorsett Road #141, Maryland Heights, MO 63043, and the City of Barstow, California (City), a municipal corporation located at 220 East Mountain View St, Suite A, Barstow, CA 92311. 1. Nature and Purpose. City and Company wish to explore the possibility of a business relationship, and, in that regard, each of them may provide the other with certain non-public information relating to its business which it considers to be confidential and proprietary. The purpose of this Agreement is to define each party's rights and obligations with respect to such information. This Agreement does not obligate either party to disclose any information to the other or to enter into any other agreement or arrangement.
2. Definition. "Confidential Information" means any information, technical data, or know-how (including, but not limited to, information relating to research, products, software, services, developments, inventions, processes, facilities, engineering, techniques, customers, costs, pricing, internal procedures, business and marketing plans or strategies, finances, employees, and business opportunities) disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party") or to the Receiving Party's partners, principals, officers, directors, employees, contractors, representatives, or agents (including, but not limited to, financial advisors, attorneys, and accountants) (collectively, the "Representatives") either directly or indirectly in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form, orally, or visually): (i) that has been marked as confidential; (ii) whose confidential nature has been made known by Disclosing Party, orally or in writing, to Receiving Party; or (iii) that, due to its character and nature, a reasonable person under like circumstances would treat as confidential.
3. Exclusions. Confidential Information does not include information, technical data, or know-how which: (i) is known by Receiving Party at the time of disclosure; (ii) is or becomes known to the public through no fault or breach of this Agreement by Receiving Party; (iii) is approved for release by written authorization of Disclosing Party; (iv) is disclosed to Receiving Party by a third party not in violation of any obligation of confidentiality; or (v) is independently developed by Receiving Party without reference to the Confidential Information. 4. Use Limitations. Receiving Party agrees not to use the Confidential Information for its own use or for any purposes except those purposes expressly set forth above. 5. Non-Disclosure. Receiving Party agrees not to disclose the Confidential Information to any third parties or to any of its Representatives except those Representatives who have a need to know the Confidential Information for accomplishing the stated purposes described herein. Prior to any such disclosure, Receiving Party shall advise each Representative recipient of any Confidential Information of the confidential nature of such information. Receiving Party will cause such Representatives to observe the terms of this Agreement and will be responsible for any breach of this Agreement by any of such Representatives. Receiving Party agrees that it shall treat the Confidential Information with the same degree of care as it accords to its own confidential information of a similar nature, provided that in no event shall Receiving Party exercise less than reasonable care to protect the Confidential Information. 6. Legal Action Requiring Disclosure. Notwithstanding anything in this Agreement to the contrary, Receiving Party may disclose the Confidential Information to the extent required by applicable law, Revised October 2024
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A regulation, or a void order by a court or other governmental body; provided, however, that Receiving Party will unless prohibited by law, regulation, or such order, use commercially reasonable efforts to notify Disclosing Party of such requirement prior to making such disclosure so that Disclosing Party may seek a protective order or other appropriate remedy. 7. Third Party Information. E x c e p t a s m a y b e r e q u i r e d u n d e r S e c t i o n 6 a b o v e , neither party shall communicate any information to the other in violation of the proprietary rights of any third party. 8. Return or Destruction of Materials. At any time upon the written request of Disclosing Party, Receiving Party will either destroy or return to Disclosing Party all materials in its possession which contain any Confidential Information, and shall, at Disclosing Party's written request, certify in writing that all copies (in any form or media) have been destroyed or returned to Disclosing Party. If Receiving Party cannot destroy or return the Confidential Information due to federal or state regulations or professional or industry standards that require the retention of such Confidential Information, Receiving Party will certify in writing that the Confidential Information has been retained for one or more of the foregoing purposes and will keep such information confidential in accordance with the terms of this Agreement. It is also understood that it may be difficult to destroy all copies of electronic records containing Confidential Information. In that regard, it is agreed that Receiving Party will take commercially reasonable measures to destroy electronic records containing the Confidential Information upon request, but, in any event, Receiving Party will take commercially reasonable measures to continue to comply with the confidentiality obligations under this Agreement for any electronic record containing Confidential Information that is not destroyed. 9. No License. The Confidential Information shall remain the sole property of Disclosing Party. No license to the Confidential Information is granted to Receiving Party under any patents, copyrights, or other proprietary rights by the disclosure of any information hereunder, nor is any warranty made as to such information. 10. Remedies. Receiving Party acknowledges and agrees that a breach of any of its obligations under this Agreement may result in irreparable injury to the business of Disclosing Party for which there may be no adequate remedy at law, and Disclosing Party, therefore, shall be entitled to apply for equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach of this Agreement by Receiving Party. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
11. Governing Law; Jurisdiction and Venue. This Agreement is governed by and shall be enforced and construed in accordance with the laws of the State of California, without reference to or application of its conflict of law rules. The parties agree that all litigation or other legal proceedings under this Agreement shall be brought in the state or federal courts located therein. The parties hereby submit to the exclusive personal and subject matter jurisdiction and venue of such courts and agree to waive the defense of an inconvenient forum. 12. Termination; Survival. Receiving Party's obligations under this Agreement shall commence at the date of this Agreement and shall expire on the earlier of two (2) years from the date of disclosure or the date the parties enter into a definitive agreement with respect to a possible business relationship, if any. 13. General. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. This Agreement may be amended or modified only in writing signed on behalf of authorized representatives of each party. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Revised October 2024
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A Agreement and the unenforceable or invalid provision shall be construed to be amended in order to avoid such unenforceability or invalidity while preserving as closely as possible the intent of the parties. This Agreement shall not be construed as a teaming agreement, joint venture, partnership, or other business relationship. Neither party will assign or transfer any rights or obligations under this Agreement (by operation of law, sale of assets, merger, reorganization, or otherwise) without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. This Agreement shall be binding upon the permitted successors and assigns of both parties.
INTENDING TO BE LEGALLY BOUND, each of the parties hereto has caused this Agreement to be executed by a duly authorized representative of such party as of the date first set forth above. The City of Barstow Integrated Technology Partners By: ________________________ By: _______________________ Name: Name: Richard Haller
Title: Title: President
Date: Date:
Revised October 2024
Docusign Envelope ID: A04EC4DC-2809-4488-8EA2-11528A93983A Rochelle Clayton
City Manager
9/23/2025 9/24/2025