1 TECHNOLOGY SERVICE AGREEMENT
REAL TIME DATA VISUALIZATION PLATFORM
This Technology Service Agreement (hereinafter “Agreement”) is made and entered into by and between the CITY OF FREMONT, a municipal corporation (hereinafter "City"), and PEREGRINE TECHNOLOGIES, INC, (hereinafter "Consultant”). City and Consultant may be collectively referred to herein as the “parties.”
RECITALS
A. City requested a proposal from Consultant to per form the services generally including: Deployment and support of a real time data visualization platform.
B. In response to the City’s request, Consultant submitted a proposal, and, after negotiations, Consultant agreed to perform the services more particularly described on Exhibit “A,” in return for the compensation described in this Agreement and Exhibit “B.”
C. Definitions
“Documentation” means technical manuals, training manuals, user guides, and workbooks, as updated and amended from time to time, provided by Consultant to assist Customer with the use of Software.
“Initial Constructive Use” Initial constructive use the earliest point in time where all Software delivered under the terms of this agreement is installed on City systems and is sufficiently free of errors for the City to use it to conduct the ordinary business for which it is intended.
“Cloud-Hosted Service” means the solution is designed from the ground up for cloud and is a multi-tenant cloud environment. In addition, Consultant owns, provides and oversees infrastructure, software and administrative tasks and makes its service available to City over the Internet using a standard web browser. The Cloud- Hosted Service includes the software and Consultant’s network capacity as well as the equipment used by Consultant to support operations including storage, hardware, servers and networking components. The infrastructure in the cloud- hosted environment is secured through multiple industry-standard physical, procedural and technical safeguards to segregate and protect City’s data.
“Software” means all or any portion of the global version of the binary computer software programs and updates and enhancements thereto, (including corresponding source code, unless specifically excluded herein) and Documentation delivered by Consultant to Customer. Software includes the third-party software delivered by Consultant as specified in the Schedule, and modifications made to the Software. Software does not include source code to third party software. Unless specifically stated otherwise, all Software is delivered to Customer only if and when
CITY OF FREMONT – TECHNOLOGY SERVICE AGREEMENT
REAL TIME DATA VISUALIZATION PLATFORM
12 27. CONFLICTS. If any conflicts arise between the terms and conditions of this Agreement and the terms and conditions of the attached exhibits or any documents expressly incorporated, the terms and conditions of this Agreement shall control.
28. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.
28.COMPETITIVE PROCUREMENT SELECTION PROCESS . The competitive procurement selection process by which City of Fremont contracts with Consultant may be acknowledged and used by other California government entities to replace their respective competitive procurement selection process for RFP purposes such that other government entities may contract with Consultant for the same or substantially similar product(s) or service(s) without undergoing a separate competitive procurement selection process. Accordingly, the terms, and conditions of this contract executed between City of Fremont and Consultant may be used by other government entities to contract with Consultant for the same or substantially similar product(s) and service(s) under either the same or a separate contract; provided for clarity that the pricing applicable to other government entities may differ depending on the nature of Consultant's engagement with such government entity.
29. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Consultant and the City. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assi gns.
30. COUNTERPARTS. This Agreement may be signed in counterparts, each of which shall be deemed to be an original. The Parties agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Any digital signature shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record keeping system to the fullest extent permitted by applicable law.
CITY OF FREMONT – TECHNOLOGY SERVICE AGREEMENT
REAL TIME DATA VISUALIZATION PLATFORM
13 IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.
CITY OF FREMONT CONSULTANT
Peregrine Technologies, Inc.
____________________________ ____________________________ By: By: Karena Shackelford By: Nicholas Noone
Title: Assistant City Manager Title: President & CEO
Date: ____________________________ Date: ____________________________
APPROVED AS TO FORM:
____________________________
By: Bronwen Lacey
Title: Senior Deputy City Attorney