Justification for Utilizing a P iggyback/Cooperative Contract December 1, 2023
Piggyback o r Lead Agency: _______City of Stockton_____________________________________ Contract No./Description: 424000022
Vendor(s) Name(s): SwiftComply
Per Chapter 2.52 of the Municipal Code of the City of Richmond, w e have reviewed and completed due diligence on the aforementioned piggyback/cooperative contract. As part of the due diligence review, we have confirmed that the contract complies with our procurement rules and practices. We have further confirmed that all purchases will comply with the terms and prices in the contract. It has been determined that it is in the best interests of the City to utilize this contract for the reasons cited below:
Item Issue Comments
1 Is t here a Piggyback Purchase Agreement allowing use of the contract? I f “Yes”, please attach to this form.
2. Are there local suppliers or contractors who could p rovide the product or service at competitive rates?
3. A copy of the solicitation has been obtained from th e originating agency and reviewed for compliance with the City’s purchasing or dinance. Please attach to this form.
4. A written documentation has b een made of a thorough investigation o f the current market and determination that the originating a gency's' solicitation is the most advantageous
5. Does the cooperative contract provide the most advan tageous solution? Why?
Factors may include advantageous terms, conditions, prices, quality, performance, timing, experience & ability to perform etc.
6. The s pecifications of the item or service required by the City are n ot materially different from those originally specified in the originating a gency's solicitation
7. The p rice of the purchase is lower than that estimated for the p urchase if made directly by the City pursuant to the purchasing o rdinance
8. The p rice of the purchase is within fifteen percent (15%) or $2,500 o f the originating agency's solicitation
9. The c ontract resulting from the original solicitation is current o r the solicitation is within thirty-six (36) months from t he date of the City's order, or written justification is p rovided justifying use of an older solicitation
Signature Date Requisitioner Name
Signature Date Department Head Name
Signature Date Director of Finance Name
Yes
No
Yes
Yes
Yes, NPPGov in place for scope
of work
Yes
Yes
Yes
Yes
Mary Phelps
Daniel Chavarria
Andrea Miller
10/29/2024
10/29/2024
10/29/2024
REQUEST FOR PROPOSALS (RFP) PUR 23-013
ENVIRONMENTAL CONTROL ENFORCEMENT
SOFTWARE PROGRAM
PROPOSALS WILL BE RECEIVED UNTIL THE HOUR OF 2:00 PM, THURSDAY, MARCH 2, 2023, IN THE OFFICE OF THE CITY CLERK, FIRST FLOOR, CITY HALL, 425 NORTH EL DORADO STREET, STOCKTON, CALIFORNIA 95202-1997 i
REQUEST FOR PROPOSALS (RFP)
ENVIRONMENTAL CONTROL ENFORCEMENT SOFTWARE PROGRAM
*Dates and Times are Subject to Change*
RFP INFORMATION
PUR-23-013
Contact Patricia Monesi
Email Address [email protected]
Pre-Submittal Meeting There is no pre-submittal meeting.
MANDATORY/OPTIONAL
Site Tour
There is no site tour.
RFP Submittal
Mailing, Delivery Address
and Electronic Mail
Office of the City Clerk
425 North El Dorado Street, First Floor
Stockton, CA, 95202-1997
[email protected] (if applicable)
Due Date for Questions
and Clarifications
February 2, 2023
Due Date for Response to
Questions/Clarifications
February 14, 2023
RFP Submittal Due Date
& Time
March 2, 2023; 2:00 pm
Please note that some overnight delivery services
do not deliver directly to the City Clerk's Office. This could result in the proposal arriving in the City
Clerk's Office after the proposal opening deadline
and therefore not being accepted.
Short-List Interviews (if
applicable)
TBD
ii
NOTICE INVITING PROPOSALS
NOTICE IS HEREBY GIVEN that sealed proposals will b e received no later than Thursday, March 2, 2023, at 2:00 pm (local time) by the City of Stockton, California for ENVIRONMENTAL CONTROL ENFORCEMENT SOFTWARE PROGRAM – PUR 23 - 013 in strict accordance with the specifications.
The City of Stockton, herein after referred to as t he “City”, is requesting proposals from firms or individuals, herein after referred to as “Proponent ” to provide a cloud -based, commercial off the shelf program for managing the City’s compliance with EPA requirements for the Environmen tal Control Division to the City.
Each sealed proposal shall be marked "PROPOSAL" and shall indicate the project name, number, and proposal opening date, and shall be mailed or de livered to the address below at or before the hour stated. Each Proponent must be licensed in accordance with applicable California State Law.
Proposal forms and specifications are available on the City’s website at www.stocktonca.gov/mudbid. Sealed proposals must be delivered to the Office of the City Clerk, City Hall, 425 North El Dorado Street, Stockton, CA 95202 unless electronic mail delivery to [email protected] is applicable. Proponents will only be identified as responding to the RFP; no proposals will be opened or read aloud.
The City reserves the right to reject any/or all proposals received and re-advertise.
For questions about this project, please contact Patricia Monesi at [email protected] or (209) 937-8357.
ELIZA GARZA, CMC, CITY CLERK
CITY OF STOCKTON
iii
Contents
1.0 BACKGROUND/SUMMARY ................................................................................................................ 1
2.0 SCOPE OF SERVICES .......................................................................................................................... 2
3.0 PROJECT SCHEDULE OF EVENTS ........................................................................................................ 6
4.0 SUBMITTAL REQUIREMENTS ............................................................................................................. 6
4.1 PROPOSAL GUIDELINES, CONTENT AND FORMAT ........................................................................ 6
4.2 COVER LETTER ............................................................................................................................... 7
4.3 REFERENCES .................................................................................................................................. 7
4.4 FINANCIAL STATEMENT ................................................................................................................ 8
4.5 CORPORATE STRUCTURE, ORGANIZATION ................................................................................... 8
4.6 PROPOSAL FEE .............................................................................................................................. 8
5.0 SELECTION CRITERIA & EVALUATION................................................................................................ 8
6.0 CITY REQUIREMENTS ........................................................................................................................ 9
6.1 CITY RESPONSIBILITIES .................................................................................................................. 9
6.2 LOCAL BUSINESS PREFERENCE ...................................................................................................... 9
6.3 MANDATORY/OPTIONAL PRE-SUBMITTAL MEETING ................................................................... 9
6.4 TERM ............................................................................................................................................. 9
6.5 OTHER GOVERNMENT AGENCIES ................................................................................................. 9
6.6 INSURANCE REQUIREMENTS ...................................................................................................... 10
6.7 APPLICABLE LAW ......................................................................................................................... 10
6.8 METHOD OF PAYMENT ............................................................................................................... 10
6.9 NOTICE TO OUT OF STATE BUSINESS .......................................................................................... 10
6.10 CONFIDENTIALITY........................................................................................................................ 11
6.11 PROTEST POLICY .......................................................................................................................... 11
6.11.A Protest Procedure ............................................................................................................... 11
6.11.B Protest Review .................................................................................................................... 11
7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS ........................................................................ 12
7.1 CONSEQUENCE OF PROPOSAL SUBMISSION .............................................................................. 12
7.2 ACCEPTANCE OR REJECTION OF PROPOSAL ............................................................................... 12
7.3 RIGHT TO CHANGE OR AMEND REQUEST ................................................................................... 13
7.4 CANCELLATION ............................................................................................................................ 13
7.5 EXAMINATION OF PROPOSAL MATERIALS .................................................................................. 13
7.6 ADDENDA AND INTERPRETATION ............................................................................................... 14 iv
7.7 DISQUALIFICATION...................................................................................................................... 14
7.8 CONDITIONS IF WORK IS SUBCONTRACTED ............................................................................... 14
7.9 LICENSING REQUIREMENTS ........................................................................................................ 15
7.10 INDEMNITY AND HOLD HARMLESS ............................................................................................. 15
7.11 COMPETITIVE PRICING ................................................................................................................ 15
7.12 AVAILABLE FUNDING .................................................................................................................. 15
7.13 TERMINATION FOR CONVENIENCE ............................................................................................. 15
7.14 AUDITING CHARGES AND SERVICES ............................................................................................ 15
7.15 CHANGES ..................................................................................................................................... 15
7.16 AWARD ........................................................................................................................................ 16
8.0 PROPOSAL DOCUMENTS ................................................................................................................ 8-1 ATTACHMENT A – PROJECT SUBMITTAL CHECKLIST ............................................................................. 8-2 ATTACHMENT B- PROPONENT’S COVENANT ......................................................................................... 8-3 ATTACHMENT C - NON-COLLUSION AFFIDAVIT ..................................................................................... 8-4
9.0 PROPOSAL EXHIBITS ....................................................................................................................... 9-1
9.1 Exhibit 1 – Fee Schedule Tables ................................................................................................. 9-1
9.2 Exhibit 2 – Sample Contract ....................................................................................................... 9-1 1 1.0 BACKGROUND/SUMMARY
The City of Stockton is a Charter City incorporated in 1850. The City is the county seat of San Joaqu in County and is located in California’s San Joaquin Valley, 78 miles east of the San Francisco Bay Area, 337 miles north of Los Angeles and 40 miles south of Sacramento. The County is bound by Sacramento County to the north and Stanislaus County to the south. Approximately 310,000 residents live in Stockton.
The Stockton Municipal Utilities Department (MUD) m anages, operates , and maintains three utility enterprises: Water, Wastewater and Stormwater. Wit hin the Wastewater Utility is the Environmental Control Division.
The Environmental Control Division is tasked with the responsibility of:
• Protecting the wastewater treatment plant and its b iological processes from interference, pass - through and sludge contamination.
• Protecting collection system workers and treatment plant personnel from exposure to dangerous chemicals and hazardous conditions in the sewer system. • Protecting the collection system and treatment plant from damage due to discharges which may be hazardous, corrosive, explosive, etc.
• Ensuring the wastewater discharges of categorical industrial users and significant industrial users comply with federal, state, and local regulations.
Categorical users include metal finishers, iron and steel manufacturers, paper and paperboard manufacturers, chemical manufacturers, etc. In addition to categorical users, large industrial dischargers with 25,000 gallons per day or more of wastewater f low and/or significant loadings of total suspended solids (TSS) and biochemical oxygen demand (BOD) ar e regulated through a Significant Industrial User (SIU) permit system. The permits specify conditions for the acceptance o f wastewater in the sanitary sewer system, including limits for pollutant concentrations and total wastewater flow. Permit violations are subject to fines and penalties, including the p ossibility of ter mination of sewer service. The Environmental Control Section currently maintains approximately 48 Significant Industrial User Permits.
In addition to SIU permits, other smaller industria l users are regulated under Special Permits. Many of these Special Permits may be issued for infrequent discharges or because of potential concerns, such as a growing industry that may become significant or bec ause of the materials processed by the industry.
Currently, 12 Special Permits are maintained in the Section.
The Environmental Control Division regulates truck hauled wastewater through both perm its and a manifest system which requires documentation of the source and type of hauled wastewater. There are currently 11 haulers of wastewater, some with multi ple trucks, which are permitted to discharge at the Wastewater Treatment Facility.
The Environmental Control Division staff conduct inspections, take samples of wastewat er, review self- monitoring reports, write permits, and enforce perm it requirements as specified in Stockton Municipal Code, Chapter 13.08 (Pretreatment Ordinance). The Environmental Control annually conducts approximately 360 inspections, performs 300 samplin g events, implements 80 enforcement actions, reviews 500 self-monitoring reports and tracks 2,400 manifests for hauled wastewater. 2 The Environmental Control Division has developed and is implementing the Dental Amalgam Program. In 2017, the Environmental Protection Agency (EPA) enacted pretreatment standards to reduce discharges of dental amalgam containing mercury and other meta ls from dental offices into the sewer systems of publicly owned treatment works. This includes approximately 150 dental facilities in the City of Stockton area that discharge wastewater to the City of Stock ton's sanitary sewer system. The Dental Office Category regulation is contained in the EPA Effluen t Guidelines, 40 CFR Part 441, and requires dental offices to use amalgam separators and best management practices recommended by the American Dental Association.
The Environmental Control Division is also tasked with implementing the Fats, Oils and Grease (FOG) Control Program. This program involves inspecting 7 00+ Food Service Establishments (FSEs) to ensure compliance with Stockton Municipal Code Chapter 13.40 (FOG Control Ordinance). Discharges from FSEs are potential sources for grease related sanitary s ewer blockages and overflows in the sewer collectio n system. FSEs include restaurants, retail markets, i nstitutions, schools, licensed health care faciliti es, city owned facilities, flea markets and commissaries. Currently, there are approximately 700 FSEs identified within the City's regional wastewater service area, of which approximately 400 have approved grease interceptors.
2.0 SCOPE OF SERVICES
The City is seeking a qualified firm with United States based offices and resources with the with the experience, expertise, and qualifications to pro vide a single software solution (System) that is a cloud -based, commercial program to automate and streamline the City’s complia nce with EPA requirements for all the following programs:
• Industrial Pre-treatment
• Fats, Oil, and Grease (FOG)
• Dental Amalgam
• Septic Hauler
• Sewer Spill Response
Each of these programs have unique monitoring, insp ection, and tracking requirements. The program chosen shall have the capabilities to automate the tracking, documentation, and follow- up needed for each of the above programs in complia nce with State and Federal EPA requirements.
The cloud-based program shall be all-inclusive for all of the above programs. User manuals and training shall be provided by the successful proponent in addition to periodic program updates.
The program is required to be a commercial cloud -based program ready to log -in and use, with elements that can be customized. Proposals to develop programs based on our nee ds are not acceptable and will not be considered.
The successful proponent shall provide migration support to import up to five (5) years historical data (e.g., inspection information, photos, correspo ndence, violation notices, wastewater infrastructure at industries, underground infrastruc ture, etc.) from existing systems (which 3 include HTE (IBM AS400), Microsoft Access, and Micros oft Excel). Technical support shall be included in the annual maintenance cost and the suc cessful proponent’s staff must resp ond to technical support requests within 24-hours.
The high-level goals of implementing a system include:
• Streamline processes through automation, integration, and workflows • Enhance reporting to improve decision making including meeting reporting requirements of the State and Federal EPA
• Increase data integrity and system reliability
• Provide a user friendly and intuitive user interface
• Promote implementation of best practice processes
2.1 System Training Requirements
Proponent shall:
• Specify the amount of training recommended for each level of us er. Typical users would be administrators, office data entry, field data entry, etc. There are an estimated 10 users projected at this time.
2.2 General Requirements
The System shall:
• Allow the user to add, update, delete, store, or display information in any module without exiting the initial system.
• Have the ability to selectively download informatio n into Excel, Word, or to standard ASCII format.
• Have querying capabilities that allows the user to sort and filter on essentially all appropriate data in each module.
• Have a reporting system that allows the user to eas ily print out desired information pertaining to just the records that are queried (as described above) or pertaining to active records or all records in the database.
• Have the ability to store and show images for each module, and name and attach image files to specific records in multiple popular formats. Example: PDF, JPG, etc. • Have user -defined fields for each module to store and track a dditional information as needed.
• Provide a context -sensitive help selection that can be accessed from any screen, and displays help related to the screen in use.
• Include a comprehensive user’s manual for each user/ site license documenting all operations of the system including System Administration function s. Manuals must include sample reports, screen illustrations and instructions, and example problems. 4 • Provide for automatically generated e-mail notification including notification to multipl e persons (e.g., registered business, City staff, etc.) via the Cit y’s standard email system, Outlook.
• Provide for text notification (e.g., SMS text), including notification to multiple persons. • Allow the user to name and save developed queries for processing multiple times during future use.
• Remain current with EPA requirements.
• Have application Support provided to trouble -shoot issues as they arise. (Note: third - party contractors are not acceptable.)
2.3 Data Integrity and Security Requirements
The System shall:
• Provide an audit trail that captures the user’s ID, a date and time stamp, and before/after values whenever changes are posted to the system database. • Have an “Administrator” module that allows the admi nistrator to set user -level security access to the database.
• Have an administrator module that provides a means to set up user accounts, assign user passwords, and assign users to access-defined groups.
• Permit the ability to provide view, read, write, upd ate, and delete security at multiple levels including menu function, file, record, and field. • Utilize a field sized to capture detailed comments and descriptions throughout the system and have basic word processing features such as wor d-wrap, spell check, cut, copy, and paste.
2.4 GIS Integration Requirements
• Integration of the system with the City’s Geographic Information System (GIS) is an extremely important part of the overall project. C ity staff will need to be able to see above-ground and below ground features such as sewer and storm drain lines adjacent to the subject property utilizing the existing GIS system. • The System shall be compatible with the City’s curre nt ESRI products (v ESRI’s ArcGIS Enterprise 10.8.1).
• The System shall be able to import and export data to and from GIS. • The user needs be able to query a location and display in the map frame adjacent sanitary and storm drain infrastructure.
5 2.5 Reporting Requirements
The System shall:
• Come with report templates “out of the box” ready to use. • Be capable of producing a variety of reports and support ad-hoc queries such as:
• Open Inspections
• Scheduled Inspections
• Inspection History report
• Include an ad-hoc report writer.
• Enable customized reports to be saved by a specific username or employee number. • Have PDF, DOC (MS Word), and XLS (MS Excel) data export options. • Provide reports that meet CAL-EPA and EPA reporting requirements. • Allow for electronic document submittal from outsid e the City environment (e.g., from industries and facility users outside the City’s internet network). • Have the capability of sending calendar reminders to users outside the City environment of reporting requirements and due dates.
2.6 Field/Mobile System Requirements
The System shall:
• Enable the efficient use of a variety of portable c omputing devices including: Desktop Computer, Laptop Computer, Pen -based Computer, Handheld Computer, Tablet, and PDA.
• Enable full functionality when using field (portabl e) equipment including accessing and updating records.
2.7 Ease of Use Requirements
The System shall:
• Provide the ability to move from one module or func tion without logging into each module (regardless of login privileges) or returning to a “main menu”. • Provide a toolbar with graphical buttons to perform common functions. • Include a comprehensive user’s manual documenting all functions and operations of the system.
• Utilize a Find command function to search for selec ted data using a variety of simultaneous user-selectable search criteria.
• Visually distinguish between fields that are requir ed, fields that are optional and fields that are display only.
6 2.8 Ease of Use Questions:
• Does the system have any other integrations and compatibilities with other applications? If yes, proponent shall provide a list describing each of the applications? • Does the system allow the users to define which fie lds are required and which fields are not required?
• Does the system provide the ability to search the on-line help for a specific topic? • Does the user have the ability to access the on-line help files? • Does the system give clear and concise error messag es? Can error messages be customized?
• Does the system allow user level preferences to be setup and saved? • Does the system include a menu item that al lows the user to view all open forms and select a form to bring to the top of the workspace?
• Does the system provide help for every form with a brief description of how to use the form?
• Does the system provide a calendar pop-up for date fields? • Does the sy stem documentation include step -by-step demonstrations or training aides for all forms in the system?
• Does the Find command function button have the ability to search the database for a data name in ascending or descending sequence?
• Does the system offer spell-checking features throughout the system? • Does the system allow column titles on data display forms to be changed? • Does the system offer data validation for data entry? For example, street endings Ave and not AV.
3.0 PROJECT SCHEDULE OF EVENTS
The dates indicated on page i of this RFP are the anticipated milestones for this project. All dates are subject to change.
4.0 SUBMITTAL REQUIREMENTS
4.1 PROPOSAL GUIDELINES, CONTENT AND FORMAT
The City of Stockton uses a qualifications-based selection process in obtaining these services. In order for the City to properly evaluate the Proponents’ quali fication to perform this work, the proposals shall include, as a minimum, the following information:
A. Evidence of the Proponent’s ability to be responsiv e to thi s project in regard to timeliness and expertise, including availability of staff proposed to be assigned.
B. The Proponents are encouraged to expand on the Scope of Work to demonstrate their expertise.
Evaluation of the proposals will be based on qualifications, the experience of staff proposed to be assigned to the project, references, and thoroughness of the Proponent’s response to the Scope of Services.
7 C. Such additional information that the Proponent may feel would be pertinent to assist the City of Stockton in making its final decision.
D. Please submit one (1) original and 4 copies of your proposal/qualifications. Additionally, submit one (1) electronic version of the proposal via one (1) USB, or emailed electronically to [email protected]. The original should be u nbound to allow us to reproduce your proposal, as needed.
E. The proposal must be submitted, typewritten on 8½” X 11” white paper.
F. Material and data not specifically requested for co nsideration, but which the Proponent wishes to submit must not appear with the Proposal but may appear only in an “Additional Data” section.
This has specific reference to the following types of data: Generalized narrative of supplementary information; and Supplementary graphic material.
G. All proposals must be signed with the full name of the Proponent, if an individual; by an authorized general partner, if a partnership; or by an authorized officer, if a corporation.
H. When proposals are signed by an agent other than an officer of a corporation or a member of a general partnership, a power of attorney authorizin g the signature must be submitted with the proposal.
I. Electronic proposal must have wet ink signatures. Modification to a proposal after the proposal submittal deadline will not be accepted by the City.
4.2 COVER LETTER
Submit a letter on your company letterhead addressi ng the proposal and format. The letter should be signed by an officer of the firm authorized to bind the firm to all comments made in the proposal, and shall include the name, address, phone number and e -mail address of the person(s) to contact who will be authorized to represent your firm.
In no more three (3) pages, the Cover Letter and Executive Summary shall include:
A. The names of the key members of the Proponent team;
B. The mailing address, telephone number, and the name of the main point of contact for the Proponent team;
C. A summary of the consultant’s experience and qualifications as it relates to the Scope of Work of this solicitation and the significant advantages to selecting the Proponent; D. An acknowledgement of receiving any addendum(s) to the solicitation document.
4.3 REFERENCES
Provide a list of references with current contact p erson, e-mail address and phone number who may be contacted regarding firm performance.
The review team will conduct a background reference review of each respondent. Please include the following information for three (3) projects that the proposed consultant team worked on together:
A. Name of the Project/Study
B. Location of the Project
C. Name, title, and contact information for the client.
D. Project Budget
E. Date of Completion of the Project
8 4.4 FINANCIAL STATEMENT
The Proponent must be able to demonstrate a good record of performance and have sufficient financial resources to ensure that they can satisfactorily provide the services required herein.
Proponent shall submit a full and detailed presenta tion of the true condition of the Proponent’s assets, liabilities and net worth. The report should inclu de a balance sheet and income statement. If the Proponent is a new partnership or joint venture, ind ividual financial statements must be submitted for each general partner or joint venture thereof. If firm is a publicly held corporation, the most curre nt annual report should be submitted.
Any Proponent who, at the time of submission, is involve d in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Proponent under federal bankruptcy law or any state insolvency, may be declared non-responsive.
4.5 CORPORATE STRUCTURE, ORGANIZATION
Describe how your firm is organized, noting major divisions and any parent/holding companies, as well as brief history of the firm and all personnel potenti ally to be involved in the project including all su b- consultants. Designate the Principal in Charge and other key personnel. Include résumés. Also provide a description of the experience your firm has had with similar processes.
4.6 PROPOSAL FEE
Submit the proposal fee under sealed, separate enve lope. Fee table located in Exhibit 1. Do not include with the technical proposal response. Provide detailed basic fee structure and break -down of any other charges related to your firm’s proposal as specified. Finalist’s fee structure may be subject to negotiation.
5.0 SELECTION CRITERIA & EVALUATION
The City is interested in selecting a qualified firm with the ability to provide the scope of work described in this solicitation and resulting awarded contract . A key component for the successful firm will be the ability to meet the performance desires of the City while minimizing the cost.
The Evaluation Panel will consist of City of Stockton staff and any other person(s) designated by the City.
Following review of the proposals, the Panel may in vite one or more Proponents to make an oral presentation. During these presentations, the Proponent will be allowed to present such information as may be appropriate in order that the Panel can effe ctively and objectively analyze all materials and documentation submitted as part of the proposals.
Each firm must be represented by an individual who will be the prime contact person to the City and any other individuals whom the firm may select. The highest-rated proposal(s) will then be further scrutinized through financial analysis and reference checks.
Proposals shall be evaluated according to; demon strated understanding of tasks required, technical approach to specified operations, qualifications of staff, experience of company, demonstrated knowledge of best practices for identified scope , financial business strength and fee schedule proposal.
Proper format and demonstrated experience will merit consideration. 9 To that end, the Panel will evaluate the proposals based on, but not limited to, the following criteria:
1. Proponent’s approach and schedule to provide all services as outlined in the Scope of Services and related documents;
2. Related experience with similar projects, company background and personnel qualifications;
3. Proponent’s Fee Schedule - completed and signed under separate, sealed cover;
4. Proponent’s Covenant;
5. Non-Collusion Affidavit;
6. References;
7. Submitted and signed Addendums;
8. Financials Review;
9. Interview/Presentation, if applicable; and
10. Any other criteria as best suits the City of Stockton.
6.0 CITY REQUIREMENTS
6.1 CITY RESPONSIBILITIES
City will provide all readily available plans, documentation, and data necessary for completing the above tasks.
Staff will be available as needed and will assist with coordination of stakeholder meetings and public outreach.
6.2 LOCAL BUSINESS PREFERENCE
Stockton Municipal Code Section 3.68.090 reads as follows:
Preference shall be given to the purchase of supplies, materials, equipment, and contractual services from local merchants, quality and price being equal. Loc al merchants who have a physical business location within the boundaries of San Joaquin County, and wh o have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted two (2) percent bid preference. Local merchants who have a physical business location within the boundaries of the City of Stockton, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted five (5) percent bid preference. This section is intended to provide preference in the award of certain City contracts in order to encourage businesses to move into and expand within the City. (Ord. 2014 -03-18- 1601 C.S. § 1; prior code § 3-106.1)
6.3 MANDATORY/OPTIONAL PRE-SUBMITTAL MEETING
There is no mandatory/optional pre-submittal meeting.
6.4 TERM
The City intends to award a five (5) year term for this contract.
6.5 OTHER GOVERNMENT AGENCIES
If mutually agreeable to all parties, the use of any resultant contract/purchase order may be extended to other political subdivisions, municipalities, or tax supported agencies. 10 Such participating governmental bodies shall make purchases in their own name, make payment directly to successful Proponent and be liable directly to t he successful Proponent, holding the City of Stockt on harmless.
6.6 INSURANCE REQUIREMENTS
Proponent, at Proponent’s sole cost and expense and for the full term of the resultant contract or any extension thereof, shall obtain and maintain at lea st all of the insurance requirements listed in atta ched Exhibit B.
All coverage shall be provided by a carrier authori zed to transact business in California and shall be primary. All policies, endorsements, and certificates shall be subject to approval by the Risk Manager of the City to Stockton as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager.
Maintenance of proper insurance coverage is a material element of this contract, and failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract.
The Proponent shall assert that these insurance req uirements will be met as part of their proposal response. Failure to comply with these insurance r equirements may result in a proposal being deemed unresponsive. Proponent shall satisfy these insurance requirements concurrently with the signing of the contract prior to commencement of work. It is stro ngly suggested that insurance requirements be reviewed with Proponent’s broker to ensure any addi tional costs are included in the proposal pricing component.
Any questions pertaining to insurance requirements, please contact City of Stockton Risk Services at (209) 937-5037.
6.7 APPLICABLE LAW
Applicable law shall be governed by the laws of the State of California. Venue shall be proper in the Superior Court of the State of California, County of San Joaquin, Stockton Branch, or, for actions brought in Federal Court, the United States District Court for the Eastern District of California, Sacramento Division.
Deliverables must conform with all applicable federal, state, and local laws. Such conformity in cludes compliance with federal sanctions, and Contractor c ertifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
6.8 METHOD OF PAYMENT
Payment will be made within thirty (30) days after invoices are received and accepted by the City.
Invoices are to be rendered monthly, unless prescribed differently per contract.
6.9 NOTICE TO OUT OF STATE BUSINESS
It is the policy of the City of Stockton to pay all applicable California sales/use tax directly to th e State Board of Equalization (BOE) pursuant to California Revenue and Taxation Code 7051.3. The City of Stockton will self -accrue all sales/use tax on purchases made from out -of-state business, unless documentation is provided by Proponent evidencing the business is registered with the state of California.
Sales and use tax on purchases made by the City of Stockton from all companies located outside California, not registered with the state and whose products are shipped from out of state wi ll be remitted to the 11 BOE directly by the City under permit number SR KHE 28-051174 DP. Please do not include sales/use tax on the invoice that you submit to the City of Stockton.
Questions regarding the City of Stockton’s payment of sales/use tax can be directed to the City of Stockton’s Procurement Division at (209) 937-8357.
6.10 CONFIDENTIALITY
If Proponent believes that portions of a proposal const itute trade secrets or confidential commercial, financial, geological, or geophysical data, then the Proponent must so specify by, at a minimum, stamping in bold red letters the term "CONFIDENTIAL" on that part of the proposal which the Proponent believes to be protected from disclosure. The Proponent must submit in writing specific detailed reasons, including any relevant legal authority, stating why the Proponent believes the material to be confidential or a trade secret. Vague and general claims as to confidentiality will not be accepted. The City will be the sole judge as to whether a claim is general and/or vague in nature. All offers and parts of offers that are not marked as confidential may be automatically considered pub lic information after the contract is awarded. The Proponent is hereby put on noti ce that the City may consider all or parts of the o ffer public information under applicable law even though marked confidential.
6.11 PROTEST POLICY
Protest and Appeal Procedures. In order to maintain fairness and impartiality, the City of Stockton has established a solicitation protest policy and procedure.
6.11.A Protest Procedure
6.11.1 All protests must be in writing and stated as a formal protest.
6.11.2 A casual inquiry, complaint, or a statement of intent to protest that does not provide the facts and issues and does not comply with the content req uirements or deadlines, will not be considered or acted upon as a protest.
6.11.3 The protest must contain a complete statement of the basis for the protest and must include all relevant supporting documentation.
6.11.4 The solicitation process and procedures, including evaluation criteria, shall not be proper grounds for protest. Concerns related to the solici tation process and procedures, including evaluation criteria, should be raised and addressed, if at all, prior to the bid/proposal due date and time to allow adjustments before evaluation of the solicitation.
6.11.5 Protests must be filed with the City's Chief Financial Officer, or designee, at the address listed in the Solicitation Protest FAQ sheet and Procurement Procedure Manual, not later than five (5) days after the date the City mails the Letter of Intent to Award.
6.11.6 Deliveries of the protest by hand, mail, email or fax are acceptable.
6.11.7 The City is not responsible for lost or misplaced protests, or to assure the protest is received within the protest deadlines
6.11.8 The party challenging the award decision to bear th e burden of proof of material error to justify invalidation of the proposed award.
6.11.B Protest Review
6.11.1 The Chief Financial Officer or designee shall respo nd in writing at least generally to each material issue raised in the protest.
12 6.11.2 The Chief Financial Officer's, or designee 's, admi nistrative decision may be appealed in writing to the City Manager no later than (5) business days after the date the Chief Financial Officer's, or designee's, the decision is mailed to the protesting party.
6.11.3 The City Manager shall review and decide the appeal based on the grounds and documentation set forth in the original protest to the Chief Financial Officer, or designee.
6.11.4 Each party shall bear its own costs and expenses involved in the protest and appeal process, including any subsequent litigation.
6.11.5 The City Manager's administrative decision is final . After the City Manager issues the final administrative decision, t he time in which judicial review of the decision mu st be sought shall be governed by California Code of Civil Procedure Section 1094 or as such section may be amended from time to time.
6.11.6 If the protested procurement involves state or federal funds, the Chief Financial Officer, or designee, shall give notice to the interested party that he or she has the right to appeal to the appropriate agency, which shall be identified b y name and address. An appeal hereunder shall be filed with the appropriate agenc y within five (5) working days of the dispatch of rejection notices to the interested party(ies).
6.11.7 The City may require the protesting party to submit a City Council approved non-refundable protest fee to cover the administrative cost of processing the protest.
Bidders, Proponents, and contractors wishing to protest or appeal a procurement or contracting decision by the City must follow the procedures provided by this section. The City will not review protests or appeals that are not submitted in accordance with these provisions and procedures.
A copy of this policy can be requested from the pro curement specialist by emailing [email protected].
7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS
7.1 CONSEQUENCE OF PROPOSAL SUBMISSION
A. The City shall not be obligated to respond to any proposal submitted nor be legally bound in any manner by the submission of a proposal.
B. Acceptance by the City of a proposal obligates the Proponent to enter into an agreement with the City.
C. An agreement shall not be binding or valid against the City unless or until it is executed by the City and the Proponent.
D. Statistical information contained in these documents is for informational purposes only. The City shall not be responsible for the accuracy of said data. City reserves the right to increase or decrease the project scope.
7.2 ACCEPTANCE OR REJECTION OF PROPOSAL
A proposal shall be prepared and submitted in accor dance with the provisions of these RFP instructions and specifications. Any alteration, omission, addi tion, variance, or limitation of, from, or to a pro posal may be sufficient grounds for rejection of the prop osal. The City has the right to waive any defects in a 13 proposal if the City chooses to do so. The City may no t accept a proposal if any document or item necessary for the proper evaluation of the proposal is incomplete, improperly executed, indefinite, ambiguous, or missing.
The City reserves the right to select the successful proposal and negotiate an agreement as to the scope of services, the schedule for performance and duration of the services with Proponent whose proposal is most responsive to the needs of the City. Further, the City reserves the right to re ject any and all proposals, or alternate proposals, or waive any informality or irregularity in the proposal as is in the City's best interest.
The City reserves the right to reject any and all proposals, or portions thereof, received in response to the solicitation or to negotiate separately with any source whatsoever, in any manner necessary, to serve the best interests of the City. Additionally, the City may, for any reason, decide not to award an agreem ent as a result of this RFP.
Non-acceptance of any proposal shall not imply that the proposal was deficient. Rather, non-acceptance of any proposal will mean that another proposal was deemed to be more advantageous to the City or that the City decided not to award an agreement as a result of this RFP.
7.3 RIGHT TO CHANGE OR AMEND REQUEST
The City reserves the right to change the terms and conditions of this RFP. The City will notify pote ntial Proponent of any material changes by posting on the City’s website. No one is authorized to amend any of the RFP requirements in any respect, by an oral statement, or to make any representation or interpretation in conflict with its provisions. If necessary, supplementary information and/or clarifications/questions/answers will be posted on the City’s website at www.st ocktonca.gov/mudbid.
Failure of any Proponent to not have received such information and/or clarifications/questions/answers shall not relieve such Proponent from any obligation under his/her proposal as submitted.
Any exceptions to this Proposal shall be clearly stated in writing.
7.4 CANCELLATION
The City reserves the right to rescind award of the contract at any time before execution of the contract by both parties if rescission is deemed to be in City’s best interest. In no event shall City have any liability for the rescission of award. The Proponent assumes the sole risk and responsibility f or all expenses connected with the preparation of its proposal.
7.5 EXAMINATION OF PROPOSAL MATERIALS
The submission of a proposal shall be deemed a representation and warranty by the Proponent that it has investigated all aspects of the RFP, that it is awa re of the applicable facts pertaining to the RFP pr ocess and its procedures and requirements, and that it ha s read and understands the RFP. No request for modification of the provisions of the proposal shall be considered after its submission on the grounds the Proponent was not fully informed as to any fact or c ondition. Statistical information which may be contained in the Solicitation or any addendum is for informational purposes only. The City disclaims any responsibility for this information which may subsequently be determined to be incomplete or inaccurate. 14 7.6 ADDENDA AND INTERPRETATION
The City will not be responsible for, nor be bound by, any oral instructions, interpretations, or explanations issued by the City or its represent atives. Any request for clarifications , questions, or answers of this RFP shall be made in writing/e-mail and deliverable to:
CITY OF STOCKTON
ATTN: PATRICIA MONESI
PROCUREMENT DIVISION
400 E MAIN, 3RD FLOOR
STOCKTON, CA 95202
[email protected]
Such request for clarifications/questions/answers s hall be delivered to the City in accordance with th e date identified on page i of this Solicitation. Any City response to a request for clarifications/questions/answers will be posted on the City’s website at www.stocktonca.gov/mudbid the date identified on page i of this Solicitation, and will become a part of the Solicitation. The Proponent should await responses to inquiries prior to submitting a proposal. .
7.7 DISQUALIFICATION
a. Any of the following may be considered cause to dis qualify a Proponent without further consideration:
b. Evidence of collusion among Proponents;
c. Any attempt to improperly influence any member of the evaluation panel; d. Any attempt to communicate in any manner with a City of Stockton elected official during the RFP process will, and shall be, just cause for disqualification/rejection of Proponent’s proposal/Proponent’s bid submittal and considered non-responsive. e. A Proponent's default in any operation of a profession al services agreement which resulted in termination of that agreement; and/or
f. Existence of any lawsuit, unresolved contractual claim, or dispute between Proponent and the City.
g. No person, firm, or corporation shall be allowed to make or file or be interested in more than one bid for the same supplies, services, or both; provided, however, that subcontract bids to the principal bidders are excluded from the requirements of this section: Section
3.68.120 of the Municipal Code.
7.8 CONDITIONS IF WORK IS SUBCONTRACTED
The Proponent assumes full responsibility, including insurance and bonding requirements, for the quality and quantity of all work performed.
If Proponent's supplier(s) and/or subcontractor's involvement requires the use of a licensed, patented, or proprietary process, the proponent of the process i s responsible for assuri ng that the subcontractor, supplier, and/or operator have been properly author ized to use the process or for providing another process which is comparable to that which is required prior to submission of a proposal. 15 7.9 LICENSING REQUIREMENTS
Any professional certifications or licenses that may be required to perform the scope of work will be the sole cost and responsibility of the successful Proponent.
A City of Stockton Business license may be required for this project. Please contact the City of Stockton Business License Division at (209) 937-8313.
7.10 INDEMNITY AND HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.
7.11 COMPETITIVE PRICING
Proponent warrants and agrees that each of the char ges, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent charge, economic or product term or warranty being offered to any simil arly situated commercial or other government customer of Proponent. If Proponent enters into any arrangements with another customer of Proponent to provide product under more favorable charges, ec onomic or product terms or warranties, Proponent shall immediately notify City of such change and th is Contract shall be deemed amended to incorporate the most favorable charges, economic or product terms or warranties.
7.12 AVAILABLE FUNDING
Any contract which results from this RFP will terminate without penalty at the end of the fiscal year in the event funds are not appropriated for the next fisca l year. If funds are appropriated for a portion of the fiscal year, this contract will terminate without p enalty, at the end of the term for which funds are appropriated.
7.13 TERMINATION FOR CONVENIENCE
The City may terminate the resultant Agreement for convenience at any time by mailing a notice in writing to the Contractor.
7.14 AUDITING CHARGES AND SERVICES
The City reserves the right to periodically audit all charges and services made by the successful Proponent to the City for services provided under the contrac t. Upon request, the Proponent agrees to furnish the City with necessary information and assistance.
7.15 CHANGES
The City’s Representative has the authority to revi ew and recommend or reject change orders and cost proposals submitted by the Proponent or as recommended by the Proponent’s project manager, pursuant 16 to the adopted City of Stockton Standard Specifications.
7.16 AWARD
Upon conclusion of the Solicitation process, the City may award a contract may for services identified in the Solicitation. The City reserves the right to select the successful Proponent and to negotiate terms of a contract with the Proponent whose proposal is most responsive to the needs of the City. Further, the City reserves the right to reject any and all proposals, or alternate proposals, or waive any informality in the proposal as is in the City's best interest.
8-1
8.0 PROPOSAL DOCUMENTS
ENVIRONMENTAL CONTROL ENFORCEMENT SOFTWARE PROGRAM
PUR-23-013
SUBMITTAL DUE: THURSDAY, MARCH 2, 2023 AT 2:00 PM
RFP Submittal
Mailing, Delivery Address
and Electronic Mail
Office of the City Clerk
425 North El Dorado Street, First Floor
Stockton, CA, 95202-1997
[email protected] (if applicable)
Proponent Business Name
Proponent Contact Name
Proponent Address
Proponent Phone Number
Proponent Email Address
Department of Industrial
Relations ID Number (if
applicable)
8-2
ATTACHMENT A – PROJECT SUBMITTAL CHECKLIST
THIS CHECKLIST IS FOR PROVIDED FOR YOUR CONVENIENCE ONLY. IT IS NOT REQUIRED TO BE SUBMITTED WITH PROPOENT PROPOSAL.
Complete the following proposal attachments (FROM THIS PACKET ONLY SUBMIT PAGES FROM SECTION 8 AND PLACE IN THE FRONT OF YOUR PROPOSAL).
Sign and notarize by jurat certificate the "Non-Collusion Affidavit" form. An "All-Purpose Acknowledgment" form will not be sufficient.
Complete and sign a "Proponent's Fee Schedule" form, Exhibit 1, (under separate cover). Sign the "Proponent’s Covenant" form. Include (with proposal) name and e-mail address for City contact, if different from signatoree.
Include your proposal, as outlined in these specifications. Submit one (1) ORIGINAL (unbound, no staples) and 4 COPIES of all proposal documents.
Additionally, submit one (1) USB with an electronic version of the proposal or electronically to [email protected].
Review, print and sign all clarifications/questions/answers on the City’s website at www.stocktonca.gov/mudbid and submit with proposal response. Use Section 8.0 Proposal Documents to deliver sealed proposal timely to City Hall, City Clerk's Office (1st floor), 425 North El Dorado Street, Stockton, CA 95202.
8-3
ATTACHMENT B- PROPONENT’S COVENANT
In submitting this proposal, as herein described, the Proponent agrees that:
1. They have carefully examined the Scope of Work and all other provisions of this document and understand the meaning, intent and requirements of same.
2. They will enter into contract negotiations and furnish the services specified.
3. They have signed and notarized the attached Non-Collusion Affidavit form, whether individual, corporate or partnership. Must be ‘A Jurat’ notarization.
4. They have reviewed all clarifications/questions/answers on the City’s website at www.stocktonca.gov/mudbid.
5. Confidentiality: Successful Proponent hereby acknowledges that information provided by the City is personal and confidential and shall not be used for any purpose other than the original intent outlined in the Request for Proposal. Breach of confidentiality shall be just cause for immediate termination of contract agreement.
FIRM
ADDRESS
SIGNED BY & DATE
TITLE OR AGENCY
PHONE/FAX NUMBER
EMAIL
8-4
ATTACHMENT C - NON-COLLUSION AFFIDAVIT
No. 1 AFFIDAVIT FOR INDIVIDUAL PROPONENT
STATE OF ____________, )ss.
County of )
(insert)
being first duly sworn, deposes and says: That on b ehalf of any person not named herein; that said Proponent has not collu ded, conspired, connived or agreed, directly or ind irectly with, or induced or solicited any other bid or person, fi rm or corporation to put in a sham bid, or that suc h other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.
(Signature Individual Proponent)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal __________________________________________
Signature ____________________________
No. 2 AFFIDAVIT FOR CORPORATION PROPONENT
STATE OF ____________, )ss.
County of )
(insert)
being first duly sworn, deposes and says: That they
are the of a corporation, which
corporation is the party making the foregoing bid, that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, con nived or agreed, directly or indirectly with, or induced or soli cited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corpor ation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.
(Signature Corporation Proponent)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by ______, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal _____________________________
Signature ____________________________
8-5
No. 3 AFFIDAVIT FOR FIRM, ASSOCIATION, OR CO-PARTNERSHIP STATE OF _____________, )ss.
County of )
(insert)
, each being first duly sworn, depose and say: That t hey are a member of the firm, association or co-partnership, designated as _____who is the party making the foregoing bid; that the other partner, or partners, are that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, con nived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation shall or should refrain from proposing; and has not in any manner s ought by collusion to secure to themselves any adva ntage over or against the City, or any person interested in said improvement, or over any other Proponent. (Signature)
(Signature)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
9-1
9.0 PROPOSAL EXHIBITS
9.1 Exhibit 1 – Fee Schedule Tables
Enter any additional technical, performance or functional specifications for the request.
9.2 Exhibit 2 – Sample Contract
Any major provision changes to the sample contract should be submitted by the Proponent along with the proposal response.
SwiftComply Service Agreement
This SwiftComply Service Agreement (the “Agreement”) is made and entered into by and between SwiftComply, Inc. ( “SwiftComply”), a Delaware corporation with its principal offices at 6701 Koll Center Pkwy S uite 250, Pleasanton, CA 94566 and Customer (as defined in the applicable SwiftComply Service Order) (each a “Party” and collectively the “Parties”). This Agreement governs the terms and conditions under which Cu stomer may utilize the SwiftComply Service as set forth herein and as specified in one or m ore applicable SwiftComply Service Order(s) executed by Customer in connection herewith and incorporated herein (the “SwiftComply Service Order(s)” ).
WHEREAS SwiftComply owns and operates the SwiftComply Service , a Web-based SaaS solution that includes a variety of SwiftCompl y Module(s) and provides various features and functionality via such SwiftComp ly Module(s); and WHEREAS Customer wishes to utilize the SwiftComply Service in order to help optimize Customer’s regulatory programs as wel l as to leverage the functionality of such SwiftComply Module(s);
NOW THEREFORE, in consideration of the mutual covenants contai ned herein and other good and valuable consideration, the rece ipt and sufficiency of which are hereby acknowledged, SwiftComply and Customer here by agree as follows:
1) Definitions. Capitalized terms used in this Agreement, and not otherwise de fined herein, shall have the following meanings:
1.1)
"Account" means an access point for the SwiftComply Service that requires registration by the Customer .
1.2) “SwiftComply API” means an Application programming interface that provides acces s to specified content and functionality within certain SwiftComply Modules.
1.3) “SwiftComply Modules” means collectively all of the Web Applications hosted by SwiftC omply and available via the SwiftComply Service, including but not limited to:
a) SwiftComply Backflow: An Application that enables Cross C onnection Control Environmental Program Management. b) SwiftComply Reclaimed Water: An Application that enables Re claimed/Recycled/Auxiliary Water Program Management. c) SwiftComply Pretreatment: An Application that enables Ind ustrial Pretreatment Program Management. d) SwiftComply FOG: An Application that enables Fat, Oils & Gre ases Environmental Program Management. e) SwiftComply Stormwater: An Application that enables Stormwa ter Environmental Program Management. f) SwiftComply Forms: An Application that provides a workflow a utomation platform that allows Customer to create web-based f orms for their internal operations and for their constituents to tr ansact with Customer . g) SwiftComply Multi-Modules: An Application that provides d ashboards and reporting across multiple SwiftComply Modules .
All features, functionality, reports, etc. for each SwiftCompl y Module are included as material elements of the applicable Swi ftComply Module. SwiftComply may modify, combine, add or delete SwiftC omply Modules from the SwiftComply Service from time to time at its sole discretion, provided that in the event that SwiftComply terminates or deletes any SwiftComply Module to which Custome r is actively subscribing, SwiftComply shall provide a pro-rata refund for a pplicable portion of the Subscription Service Fee for the remainde r of the then current Service Period.
1.4) “SwiftComply Data” means any aggregated and normalized key metrics and data collecte d by SwiftComply for the delivery of the SwiftComply Service.
1.5) “SwiftComply Service” means the complete set of SwiftComply software and related mat erials including but not limited to the SwiftComply Modules, SwiftComply Data, SwiftComply Website s, the Documentation and the Software.
1.6) “SwiftComply Web Site” means the Websites owned and operated by SwiftComply and made available at the following URL:
http://customer .swiftcomply.com, https://customer .c3swift.com/, and/or any successor site(s).
1.7) “Customer Data” means any data provided to SwiftComply by or on behalf of Cust omer or any data entered or uploaded into the SwiftComply Service by or on behalf of Customer , including Sens itive Data entered or provided by Customer . Customer Data sp ecifically excludes SwiftComply Data as well as any anonymized, customi zed, modified or derivative works related to the Customer Data .
1.8) “Customer State” means the state, commonwealth or territory in which the Customer i s located.
1.9) “Customer Web Site” means any Web site owned and operated by Customer .
1.10) "Documentation" means any accompanying proprietary documentation made availab le to Customer by SwiftComply for use with the SwiftComply Service, including any documentation available o nline or otherwise.
1.11) “Sensitive Data: means any Customer Data that may reasonably be deemed sensit ive and/or private in nature, including but not limited to personal wage garnishments, individual healthcare-relate d expenses, data protected by HIPAA, etc.
1.12) "Software" means the source code and/or other code which are material elements of the SwiftComply Modules and SwiftComply Service. 2) Service Usage & Licenses.
2.1) Account Password and Security. Customer shall protect its p asswords and take full responsibility for Customer's own, as well as any third-party, use of the Customer Account(s). Customer is solel y responsible for any and all activities that occur under such Cu stomer Account(s), except for any activities performed by SwiftComply a s set forth herein. Customer agrees to notify SwiftComply imm ediately upon learning of any unauthorized use of a Customer Account or an y other breach of security. From time to time, SwiftComply's suppo rt staff may log in to the Customer Account in order to maintain or improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.
2.2) SwiftComply License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable Sw iftComply Service Order(s), SwiftComply grants Customer a limited, rev ocable, non-exclusive, non-transferable, non-distributable, w orldwide license to utilize the SwiftComply Service for the following functional ity:
a) Content Delivery. Customer may integrate, link and publis h applicable public-facing content from the applicable SwiftCo mply Modules SwiftComply, Inc. Service Agreement ver . 08.01.22 Page 1 of 4
within one or more Customer Web Site(s);
b) Application Access. Customer may access the SwiftComply Modu les via Customer’s Account to utilize the functionality provi ded within such SwiftComply Modules; and
c) API Access. Customer may access the SwiftComply API to share d ata from the SwiftComply Modules within one or more Customer( s) database(s).
3) Term and Termination.
3.1) T erm. The duration of this Agreement shall be defined in a ccordance with the T erm set forth in all applicable Service Order(s). The T erm shall commence upon the Start Date set forth in the first SwiftComp ly Service Order executed between the Parties and shall continue i n full force and effect until the termination or expiration of al l applicable SwiftComply Service Order(s) (the “Term”).
3.2) T ermination. This Agreement and/or any applicable SwiftC omply Service Order may be terminated prior to the expiration of t he term as follows:
a) Either Party may terminate this Agreement if the other Party f ails to cure a material breach of the Agreement within fifteen (1 5) days after receipt of written notice thereof.
b) Either Party may terminate this Agreement if the other Party i s involved in insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of creditors.
3.3) Obligations. Upon expiration or termination of this Agr eement:
a) Each Party shall promptly return to the other all of the Confid ential Information of the other Party in its possession or contr ol; b) Customer shall cease use of the SwiftComply Service and shal l remove all links from the Customer Web Site(s) to any content provided by the SwiftComply Modules; and
c) Any outstanding fees shall become immediately due and payab le, and termination of this Agreement shall not relieve Custo mer from its obligation to pay to SwiftComply any such fees.
3.4) Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall survive any termination or expiration of this Agreement. 4) Fees and Billing.
4.1) Fees. Customer shall pay the Fees in accordance with the te rms set forth in the applicable SwiftComply Service Order .
4.2) Interest and Collections. Customer will be charged $50 fo r payments by checks that are returned due to insufficient funds. A ny late payments will accrue interest equal to one and one-half percen t (1.5%) per month, or the maximum amount allowable under law , whichever is less, compounded monthly. SwiftComply shall be e ntitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, in-house counsel costs, expenses and costs) i ncurred in attempting to collect payment from Customer .
4.3) T axes. Customer is solely responsible for all applicabl e sales, use and other taxes and similar charges based on or aris ing from this Agreement or any SwiftComply Service Order . In the event that Cu stomer is exempt from sales tax, Customer will provide SwiftC omply with a tax-exempt certificate upon request.
5) Intellectual Property.
5.1) General. Both Parties may only use the other Party’s intel lectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownersh ip rights in any pre existing or future works, trademarks, copyrig hts or technologies developed or created by either Party, including wi thout limitation, their respective proprietary software used in connection with the development and provision of their respective Websi tes, databases, systems, products and/or services. Unless spe cifically agreed by the Parties in writing, all intellectual property, including w ithout limitation information that could become the subject of a patent, copyright or trade secret, developed by a Party in the context of pe rforming its obligations under this Agreement shall be exclusi vely owned by that Party and the other Party shall cooperate with any r easonable requests to execute documents confirming such ownershi p.
5.2) Data Ownership and License.
a) Customer represents and warrants that it has obtained all d ata subjects’ consent or otherwise has the full legal right necess ary to provide the Customer Data to SwiftComply for SwiftComply’s us e as contemplated by this Agreement. Customer acknowledges th at SwiftComply shall have no legal liability for its use and/or the display of the Customer Data as contemplated by this Agree ment. b) Customer represents and warrants that Customer shall not p rovide or enter Sensitive Data to be displayed in any publicly available element of the SwiftComply Service. T o the extent that Custome r enters or uploads any Sensitive Data into the SwiftComply Se rvice, Customer shall assume full responsibility for the disclosur e of such Sensitive Data. SwiftComply is under no obligation to review and/or verify whether or not Customer Data includes Sensitive Data. c) Customer Data shall remain the property of Customer , and Cus tomer hereby grants SwiftComply a limited, perpetual, irrevo cable and royalty-free right to use, copy, modify, and display the Custo mer Data within any SwiftComply Module(s) and for the purpose of providing the SwiftComply Service.
5.3) Proprietary Rights Notice. The SwiftComply Service and all i ntellectual property rights in the SwiftComply Service are, and sh all remain, the property of SwiftComply. All rights in and to the SwiftComply S ervice not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by SwiftComply without restri ction, including, without limitation, SwiftComply's right to sole ownership of the SwiftComply API, SwiftComply Modules, SwiftComply Data , SwiftComply Websites, Documentation and Software. Withou t limiting the generality of the foregoing, Customer agrees not to (and to n ot allow any third party to): (a) sublicense, copy, distribute, r ent, lease, lend or use the SwiftComply Service outside of the scope of the license granted herein or make the SwiftComply Service available to an y third party or use the SwiftComply Service on a service bureau time sharin g basis; (b) copy, modify, adapt, translate, prepare derivati ve works from, reverse engineer , disassemble, or decompile the SwiftCo mply Service or otherwise attempt to discover or reconstruct any sou rce code, underlying ideas, algorithms, file formats, program inte rfaces or other trade secrets related to the SwiftComply Service; (c) use the trademarks, trade names, service marks, logos, domain names an d other distinctive brand features or any copyright or other pro prietary rights associated with the SwiftComply Service for any purpose wi thout the express written consent of SwiftComply; (d) registe r , attempt to register , or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distin ctive brand features, copyrights or other proprietary rights associated with SwiftComply other than in the name of SwiftComply; or (e) modi fy, remove, obscure, or alter any notice of copyright, trademark, or other pr oprietary right or legend appearing in or on any item included with the SwiftComply US OpCo, Inc. Service Agreement ver . 01.01.2023 Pa ge 2 of 4 SwiftComply Service. If the use of the SwiftComply Service is being purchased by or on behalf of the U.S. Government or by a U.S.
Government prime contractor or subcontractor (at any tier), in accordance with 48 C .F .R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F .R. 2.101 and 12.212 (for non-DOD acquisition s), the Government's rights in the SwiftComply Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements o f the SwiftComply Service, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement. 6) Representations, Warranties, Indemnification and Liability.
6.1) By SwiftComply. SwiftComply represents and warrants that: (i) the SwiftC omply Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulations; and (ii) by using the SwiftCom ply Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to SwiftComply ’s knowledge, the SwiftComply Service does not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive featur e; and (iv) SwiftComply holds all necessary rights to permit the use of the SwiftComply Service and all components thereof provided to Custo mer under this Agreement.
6.2) By Customer. Customer represents and warrants that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the SwiftComply Service; and (ii) it shall not use the SwiftCo mply Service in a manner or in connection with any activity that would violate this Agreement or any law, rule or regulation or rights of any third party.
6.3) By Both. SwiftComply and Customer both represent and warrant that (i) ea ch has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and bi nding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the A greement or any laws, regulations or third-party contracts.
6.4) Indemnification by SwiftComply. At SwiftComply’s cost, SwiftComply agrees to indemnify, hold harmless and defend Customer against any cost, loss or expense (including attorney’s fees) resulting from any claims by thir d parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) SwiftComply’s breach of any term, condition , representation or warranty of this Agreement, (ii) SwiftComply’s violation of any third party rights in connection with the Swi ftComply Service or (iii) SwiftComply’s violations of applicable laws, rules or regulations in connection with the SwiftComply Service. In such a case, C ustomer will provide SwiftComply with written notice of such Claim. Customer shall cooperate as fully as reasonably requir ed in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indem nification by SwiftComply. Notwithstanding the foregoing, unless the settlement involves no cost, loss or continuing liabilit y to Customer , SwiftComply shall not settle any Claim, without the written consent of Customer , such consent not to be unreasonably withhel d.
6.5) Limited Warranty. SwiftComply warrants that the SwiftComply Service wil l be delivered in a professional and workmanlike manner substantially in accordance with the statement of work set forth in the applicable Sw iftComply Service Order and that the SwiftComply Service will operate in all material respects as described in its product descriptions and/o r documentation. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT , INCLUDING ANY applicable SwiftComply SERVIC E ORDER, SwiftComply MAKES NO
ADDITIONAL WARRANTY , EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOU T LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT , GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEME NTS.
6.6) Limitation of Liability. NEITHER SwiftComply NOR CUSTOMER WILL BE LIABL E TO THE OTHER PARTY FOR ANY INDIRECT , SPECIAL,
PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL DAMAGES , WHETHER BASED ON A
CLAIM OR ACTION OF CONTRACT , WARRANTY , NEGLIGENCE, STRICT LIABILITY , OR OTHER TORT , BREACH OF ANY STATUTORY DUTY , INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBIL ITY OF SUCH DAMAGES.
THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL apply REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING SENTENCE. BOTH PARTIES’ TOTAL CUMULATIVE LIABILITY TO THE OTHE R PARTY FOR ANY LOSS OR DAMAGES
RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGRE EMENT SHALL NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER TO SwiftComply IN THE PRECEDING TWELVE (12 ) MONTHS. THE FOREGOING SHALL NOT LIMIT A PARTY'S (A) PAYMENT OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY FOR INDEMNIFICATION OBL IGATIONS UNDER SECTION
6.3; (C) LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7; OR (D) LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHTS OF THE OTHER PARTY . NOTHING IN T HIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR LIMITING A PARTY’S LIABILITY FOR FRAUD OR ITS LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE.
6.7) Essential Element. The provisions of this Section 6 are an essential element of th e benefit of the consideration reflected in this Agreement. 7) Confidentiality.
7.1) Subject to any applicable open public records laws in the Customer State, each P arty will keep the specific terms of this Agreement confidential, including the contents of the schedules and exhibits, and not disclose any portion of them to any third party (other than to its attorneys, accountants, advisors and potential investors who are bound to keep such inf ormation confidential) without the other Party’s prior written consent, except as required by law, including but not limited to open public record laws.
7.2) In addition, in connection with the negotiation and performance of this A greement, a Party (the “Receiving Party”) may receive information from the other Party (the “Disclosing Party”) which is confidential or proprietary in nature, including without limitatio n information about a Party’s products, systems and services ( “Confidential Information”). The Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereafter , it will keep the Con fidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to pro tect its own Confidential Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care wi th the Confidential Information of the Disclosing Party.
The Receiving Party also agrees that it will not use any Confidential Informati on for any purpose other than in connection with the performance of its obligations under this Agreement.
7.3) The term “Confidential Information” shall not include information which A) is or becomes generally availabl e to the public without breach of this Agreement, B) is in the possession of the Receiving Party prior to its disclo sure by the Disclosing Party, C) becomes available from a third party not in breach of any obligations of confidentiality, D) i s independently developed by the Receiving Party, or E) is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena o r court order , including but not limited to open public SwiftComply US OpCo, Inc. Service Agreement ver . 01.01.2023 Page 3 of 4 record laws.
7.4) The Parties recognize that the disclosure or use of a Disclosing Party’s Co nfidential Information by the Receiving Party in violation of the provisions of this Section 7 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies i t may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond. 8) Miscellaneous.
8.1) General. If any provision of this Agreement is held to be unenforceable fo r any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to implement the in tent of the Parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any defaul t is not a waiver of any subsequent default. The relationship between SwiftComply and Customer is one of independent contractors, not partnership, joint venture or agency. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assign s of the Parties hereto. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform C omputer Information Transactions Act shall not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may not be exported to or used by embargoed countries or individuals.
8.2) Entire Agreement. This Agreement and the accompanying SwiftComply Servi ce Order(s), together , constitute a valid and binding agreement between the Parties and are intended to be the Parties’ complete, integrated expression of the terms of their agreement with respect to the SwiftComply Service, and any prior agreements or understandings with resp ect to such subject matter are superseded hereby and fully merged herein.
8.3) Assignment. Neither Party will assign this Agreement in whole or in part to an y third party without the prior written consent of the other Party; provided, however , either Party may assign this Agreement without such consen t to any subsidiary or parent company of such Party or to any successor by way of any merger , consolidation or other corporate reorgan ization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business a ctivities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.
8.4) Marketing Materials. Customer agrees that SwiftComply may utilize Customer’s name solely to identify it as a SwiftComply Customer on the SwiftComply Web site, in client lists and other marketing materials. Any other uses of Custo mer’s name and/or logo (other than as included in the content and/or other items furnished to SwiftComply by Customer) shal l require Customer’s prior written consent.
8.5) Insurance. SwiftComply shall maintain commercial general liability in surance, cybersecurity insurance, professional liability insurance and auto liability insurance in amounts that are consistent with industry standards. S wiftComply shall maintain Worker’s Compensation insurance as required by law.
8.6) No Boycott of Israel. SwiftComply hereby certifies that SwiftComply is not currently engaged in and shall not, for the duration of the T erm of this Agreement, engage in a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Isr ael; or persons or entities doing business in the State of Israel.
8.7) Jurisdiction. This Agreement shall be governed by the applicable laws i n the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the br each, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreemen t to arbitrate, shall be determined by arbitration in the Customer State before a panel of three arbitrators. Such arbitration shall be admini stered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on an award, if any, may be enter ed in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement sha ll be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
8.8) Modification. SwiftComply shall have the right to modify this Agreem ent at any time by posting revised terms and conditions at the following URL: http://www.SwiftComply.com/terms-and-conditions. In the event that such modifications involve a material change to the Agreement, SwiftComply will provide notice via email that this Agreement has been m aterially modified. Changes will be binding on the date they are posted (or as otherwise stated in any notice of such changes). Continued use of the SwiftComply Service will be considered acceptance by the Customer of the then current Agreement.
8.9) Force Majeure. If the performance of this Agreement or any obligations her eunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law , proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence.
8.10) Notices. All notices, requests, or other communications between the Parties that are r equired or permitted hereunder will be in writing and will be given by: (a) delivery in person or by prepaid courier service with a nationall y recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, o r (d) email to the address and/or fax number set forth in the applicable SwiftComply Service Order . A Party may change the street o r email address or fax number to which notice is to be sent by giving written notice of such change. Notices will be deemed given when received a s evidenced by verification from the courier company, the mail or confirmation of email receipt or fax confirmation.
8.11) Titles & Subtitles. The titles and subtitles in this Agreement are used for conv enience only and are not to be considered in construing it.
SwiftComply US OpCo, Inc. Service Agreement ver . 01.01.2023 Page 4 of 4 Service Order/Quote
SwiftComply, Inc. 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 - 619.304.6022 - www.swiftcomply.com Created by Amesia Harris Create Date 09/16/2024
Contact Phone 832-331-3359 Valid Until
Contact Email [email protected] Customer Ref# Customer Information
Customer Name City of Richmond Primary Contact Bradley Harms Billing Contact Street Address 450 Civic Center Plaza Title Senior Environmental Compliance Inspector Email City, St, Zip Richmond, CA, 98404 Email [email protected] Phone Phone 804-646-7000 Phone 510-307-8094 Tax Exempt ? Yes
SKU Set up Services Service Fees
SKU# TIER TYPE MODULE FEATURE ITEM QTY UNIT PRICE TOTAL CURRENCY D-3-503 D Setup FOG Services-Implementation Data Migration, Training, Set up 1 $5,000.00 $5,000.00 USD D-3-503 D Setup Industrial Pretreatment Services-Implementation Data Migration, Training, Set up 1 $32,500.00 $32,500.00 USD D-3-503 D Setup Stormwater Services-Implementation Data Migration, Training, Set up 1 $10,000.00 $10,000.00 USD SKU Subscription Services Service Fees
A-1-202 D Saas FOG FOG-SaaS Annual Subscription 1 $5,000.00 $5,000.00 USD C-1-201 D Setup Industrial Pretreatment Pretreatment-Saas Annual Subscription up to 40 Permitted IUs 1 $34,100.00 $34,100.00 USD D-1-205 D Saas Stormwater Stormwater-Saas
Annual Subscription-Baseline 6 control
measures +MS4 metrics and P2 Pollution
Prevention
1 $13,000.00 $13,000.00 USD
C-1-208 D Saas Industrial Pretreatment Surcharcg calculation tool Exportable-CSV 1 $5,000.00 $5,000.00 USD TOTAL TO BE INVOICED $104,600.00
EXTRA/OPTIONS NOT INCLUDED
SKU# TIER TYPE MODULE FEATURE ITEM QTY UNIT PRICE TOTAL CURRENCY C-3-503 D Services Industrial Pretreatment System Integrations (LIMS) LIMS integration subject to Scope of Work 1 $9,000.00 $9,000.00 USD C-3-504 D Services Industrial Pretreatment CROMERR Application Assistance Consulting services (50% Bundle discount-One
Time)
1 $8,500.00 $8,500.00 USD
TOTAL TO BE INVOICED $17,500.00
Grand Total SwiftComply for 5 (five) years $368,208.00
To be clear, you will initially be billed as follows...
Billing
Date(s)
Amount(s) Notes
Invoice #1 TBD $122,100 Year 1 - Implementation, User Training and 1st year Subscription Services - FOG ,Industrial Pretreatment, Stormwater Invoice #2 TBD $57,100 Year 2 Annual subscription/Maintenance Fee Invoice #3 TBD $59,955 Year 3 Annual subscription/Maintenance Fee Invoice #4 TBD $62,953 Year 4 Annual subscription/Maintenance Fee Invoice #5 TBD $66,100 Year 5 Annual subscription/Maintenance Fee Billing Terms and Conditions
SCHEDULE STANDARD TERMS If Non-Standard/Exceptions
Imp. Start Date 2 weeks after signature Annual Contract Invoice Date 4 weeks after signature Net 30 After Invoice Date Renewal Date 1 year after Go Live Date 2.5% Annual Adjustment SPECIAL SCOPE OF WORK AND/OR DELIVERY AND/OR PAYMENT TERMS:
General Terms & Conditions
Taxes
The Service Fees and Billing amounts set forth above in this SwiftComply Service Order DO NOT include applicable taxes. In accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction, SwiftComply shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to SwiftComply demonstrating Customer's exemption from such taxes.
Customer Deliverables
Customer shall provide all deliverables and respond to all approval requests within three (3) business days of such requests. Any delay by Customer in meeting these deliverable requirements may result in a delayed launch of the applicable Service(s), but such delay shall not affect or change the Service Period(s) as set forth in this Service Order.
Term & Termination Subject to the termination rights and obligations set forth in the SwiftComply Service Agreement, this SwiftComply Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for the Service(s) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the completion of the applicable Service Period.
Renewal Unless specified above, after the Initial Period, the Service Period for any SwiftComply Annual Subscription Services shall automatically renew for successive annual periods (each an "Annual Term”), unless either Party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then current Annual Term.
Pricing Pricing set forth herein is valid only if SwiftComply Service Order is executed on or before this date.
Agreement
This SwiftComply Service Order shall become binding upon execution by both Parties. The signature herein affirms your commitment to pay for the Service(s) ordered in accordance with the terms set forth in this SwiftComply Service Order and also acknowledges that you have read and agree to the terms and conditions set forth in the SwiftComply Service Agreement found at the following URL: http://www. swiftComply.com/terms-and-conditions. This Service Order incorporates by reference the terms of such SwiftComply Service Agreement.
Customer SwiftComply
Signature Signature
Name Name
Amesia Harris
Title Title
Account Executive
Date Signed Date Signed 09/16/2024
Please e-mail signed Service Order to [email protected]