SEH Technology/ENG/4,000/software training SEI-tTechnology Solutions, Inc.
Engineering- 2013
Appropriation#211-4462838: P.O.#25279
Contract Not To Exceed$4,000.00
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AGREEMENT FOR PURCHASE OF GOODS AND SERVICES A A
oc s.
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety ("City"), and SEH Technology Solutions, Inc., an entity duly
authorized to do business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 211-4462838 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Four Thousand Dollars ($4,000.00) (the "Estimate"). Vendor shall submit an
invoice to City no more than once every thirty (30) days detailing the Goods and Services provided
to City within such time period. City shall pay Vendor for such Goods and Services within thirty five
(35) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the
extent such Goods and Services are not disputed, are in conformance with the specifications set
forth in Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this
Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and/or quotations regarding same as were provided to
Vendor by City and/or by Vendor to and accepted by City, all of which documents are incorporated
herein by reference, and that the Goods and Services will be delivered in a timely, good and
workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use
and expressly warrants that the Goods and Services provided to City pursuant to this Agreement
have been selected by Vendor based upon City's stated use and are fit and sufficient for their
particular purpose.
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SEH Technology Solutions. Inc.
Engineering-2013
Appropriation#211-4462838: P.O.#25279
Contract Not To Exceed$4,000.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is'a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
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SEH Technology Solutions, Inc.
Engineering-2013
Appropriation#211-4462838: P.O. #25279
Contract Not To Exceed $4.000.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. E-VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work
eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E-Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
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SEH Technology Solutions, Inc.
Engineering-2013
Appropriation#211-4462838: P.O.#25279
Contract Not To Exceed$4,000.00
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Carmel, Indiana 46032
If to Vendor: SEH Technology Solutions, Inc.
431 1st Avenue N., Ste. 410
Minneapolis, MN 55401
Telephone: 612-284-6331
ATTENTION: Angela Fischels, President
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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SEH Technology Solutions. Inc.
Engineering-2013
Appropriation#21I-4462838: P.O.#25279
Contract Not To Exceed$4,000.00
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19,3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2013 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
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SEH Technology Solutions,Inc.
Engineering-2013
Appropriation#211-4462838; P.O.#25279
Contract Not To Exceed$4,000.00 •
•
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily,and without any duress, undue influence or coercion.
28, ENTIRE AGREEMENT: •
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA SEH Technology Solutions, Inc.
by and through its Board of Public
Works and Safety
BY: By:
C61S
ames Brainard, Presiding Offic r uthor. Signatur
Date: is le,LiS -F15 cA4-as
.....a4 ' Printed Name
Mary A Burke, Muter
Date: 25 ' I, .)Q -01 b 1
/ C J Title
Lori S.Wat . e ber FID/TIN: I f - 3 (o66j #
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Date: 4'� 1(3
Last Four of SSN if Sole Proprietor;
ATTEST:
Date: ( 'ZS t
' na Cordray, IA , •- -Treasurer
Date: 677 /5
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PermiTrack Esc Service Attachment
for MyPermTrack.com Client Portal Services
1. PARTIES
This Service Attachment is a supplement to the SEH Technology Solutions Master Service Agreement
(MSA) for MyPermiTrack.com Client Portal Services dated , 2013 !Agreement) between SEH
Technology Solutions Inc., with offices at 431 1" Ave N — Suite 410, Minneapolis, Minnesota 55401,
(Vendor) and the City of Carmel, IN with offices at One Civic Square, Camel, IN 46032, (Client).
2. PURPOSE
2.1. This Service Attachment establishes the purpose of the PermiTrackEsc application, its capabilities
and features, term of service, compensation, schedule of payment and specific conditions related
to its provision and use.
2.2. The provisions of the PermiTrackEsc Service Attachment to the Agreement are established
between the Vendor and the Client, effective upon final signature of this PermiTrackEsc Service
Attachment.
2.3. The PermiTrackEsc application is a web-based erosion/ sediment control permit tracking
application accessed through the MyPermiTrack.com Client Access Portal. This application enables
administration, reporting and publication of permitted construction project information, erosion
control inspection reports and long-term Stormwater Management Plan compliance.
3. PROVISIONS
3.1. Description: Vendor will provide access to and use of PermiTrackEsc as a MyPermiTrack.com Client
Portal Service for establishing construction project level information related to administering
erosion and sediment control inspections. This includes unlimited access by the Client via the
Internet to setup and administer the program and by third party users on a permit-specific basis as
designated by the Client within the Application. The Application also includes a map-based user
interface for public access that can be enabled at the Client's option.
3.2. Access: PermiTrackEsc provides all subscription users with access to a project information
summary, inspection reports and access to all supporting documents provided for project access.
Access to these documents is also available through the map-based public interface, if enabled by
the Client. This Agreement authorizes concurrent users related to the Client's administration and
use of PermiTrackEsc and all third party users created within PermiTrackEsc to each independently
use PermiTrackEsc from separate locations via Internet access.
3.3. Technical Support: Upon Client request, Vendor will provide technical support as needed by the
Client staff designated as "Client Administrator" within the system, to aid in strengthening initial
user skills while PermiTrackEsc is in use. This support is offered via the Internet using standard
web-conferencing tools to facilitate communication. Additional Client resources are available via
the MyPermiTrack.com Customer Portal for Client staff to reference.
3.4. User Support: Upon Client request, Vendor will provide technical support to Client staff
designated as Client Administrator within the system, regarding information and material
suggestions for Client user workshops or Client staff training of third party users of PermiTrackEsc
SEH TS MyPermiTrack.com ESC Page 1 of 4 City of Carmel, IN 1 AN�l
PermiTrack Esc Service Attachment
for MyPermTrack.com Client Portal Services
4. SERVICES
4.1. Capability and Features: Vendor will provide PermiTrackESC for entry, administration and reporting
of information using the Client's web browser via the Internet for all aspects of the application.
PermiTrackESC will provide these key capabilities and features:
4.1.1. Permitted project setup by Client staff or others as authorized by Client staff, with ability
to store key project documents (permits, design files and construction drawings) within
PermiTrackESC•
4.1.2. Definition of standard or Client defined Best Management Practices (BMPs) specific to
each project at setup.
4.1.3. Client defined and labeled Project Types and user subsets (Groups) to facilitate access
and management.
4.1.4. Project specific Inspection Form created from the project setup step and accessible by
standard computer access or mobile wireless equipment.
4.1.5. Centrally maintain all Application and Client data on secured web server equipment with
systematic daily record backup and available for Internet access by authorized users.
4.1.6. Public access to active permitted construction project permit, design and inspection
records, at Client discretion, using a map-based interface with ability for viewers to
provide electronic feedback to responsible parties. This feature is available only for
projects that are set up with accurate latitude and longitude data and when set to an
"Active" project status.
4.1.7. Long-term access to project records for stormwater management facility maintenance
within PermiTrackEsc.
4.1.8. Event notification feature for communication to selected or all active users within the
Client subscription.
4.1.9. Integrated communication capability to provide designated responsible parties a copy of
documents saved in final form within the inspection process.
4.1.10. Project reporting function for designated activity periods with report output in PDF
(Portable Document Format) or Microsoft Excel format.
4.1.11. Ability of Client to authorize third party users within the Application for inspection of
permitted construction projects. Access by these users is limited to viewing project setup
information and the ability to create, edit and save project inspection reports.
4.2. Application Set Up and Training
4.2.1. Electronic versions of product user manuals are made available to all Clients upon
request, at no charge.
4.2.2. For New Subscriptions Only: Vendor will provide, one (1) time, up to two (2) hours of
online webinar training within the terms of this Agreement, to be requested by the Client
and scheduled by Vendor, within 90 days of the effective start date of this Agreement. If
the Client chooses not to participate in this training, or should engage the Vendor in an
alternate form or duration of training, this offer is void and has no credit value for denial
SEH TS MyPermiTrack.com ESC Page 2 of 4 City of Carmel, IN
PermiTrack Esc Service Attachment
for MyPermTrack.com Client Portal Services
of participation. After 90 days from the effective start date of this Agreement,the offer of
training via webinar is void.
4.2.3. The initial data loading of the application is the sole responsibility of the Client.
4.2.4. Vendor offers project setup, custom training and user workshops by PermiTrack certified
staff through established Authorized PermiTrack Business Partners. Client may opt to
secure the services of an Authorized PermiTrack Business Partner for these services
outside the scope of this Agreement. All such setup and training service fees and related
expenses will be coordinated with the Authorized PermiTrack Business Partner.
4.3. Ongoing Data Loading and Entry
4.3.1. Ongoing data loading, after initial data loading is solely the responsibility of the Client.
4.3.2. Vendor is not responsible and assumes no liability of data entered, its accuracy or
content, by the Client or any Third-Party the Client authorizes and or grants access to
their application subscription.
5. COMPENSATION
5.1. The Client agrees to pay Vendor$89.00 Per Project as a one-time fee per new active project. This
fee includes: unlimited client users, unlimited client partners and limited basic technical support
assistance as defined in the Master Service Agreement. Additional services not authorized by this
Agreement, if requested, may be offered via subsequent amendment of this authorization.
5.2. Vendor will invoice Client quarterly for all projects that were created in the application within the
previous quarter unless otherwise arranged with the Client.
6. TERM
6.1. This Agreement authorizes full use of PermiTrackESC beginning on the effective date of this or prior
Agreement authorizations. Authorization extends through the date noted below unless the Client
opts for automatic annual renewal where indicated below.
Agreement Effective Start Date: May , 2013
Annual Auto Renewal:YES
6.2. If Annual Auto Renewal is selected, this Agreement will annually be renewed by Vendor on behalf
of the Client, keeping set terms and compensation by the Client until either this Agreement
Expiration date has matured or the Client has terminated this agreement as defined within the
original Master Services Agreement.
Agreement Expiration Date: NA
7. CONFIDENTIALITY OF AGREEMENT
Signature of this Agreement indicates that Client and Vendor recognizes and acknowledges, that this
Agreement creates a confidential relationship between Vendor and the Client and that; information
concerning the Client's business affairs, information concerning pricing, fees, compensation discounts
and all other information related to this relationship is confidential in nature, will be treated as such
and will not be shared. All such information concerning the Client is hereinafter collectively referred toA
•
SEH TS MyPermiTrack.com ESC Page 3 of 4 City of Carmel, IN 3 "
PermiTrack Esc Service Attachment
for MyPermTrack.com Client Portal Services
as "Confidential Information." Release of such information to any third party, may constitute a breach
of agreement and where applicable by law, may result in termination of this Agreement or may be
punishable by law.
IN WITNESS WHEREOF,
The Client and Vendor have duly executed this PermiTrackEsc Service Attachment effective upon the date
identified above.This Agreement has been accepted and approved on this day of 2013.
Client: City of Carmel, IN Vendor: SEH Technology Solutions, Inc.
By
John Thomas,Storm Water Administrator Date Angela Fischels, President
Please direct all inquiries related to this Agreement, Master Service Agreement, or inquires related to
Clients account, subscription, invoicing, payments, W9 copies, scheduling of appointments, training,
webinars,technical support and inquires about additional products or services to:
MyPermiTrack.com Customer Care By Postal Mail
(612) 284-6331 main MyPermiTrack.com
(612) 284-6330 fax SEH Technology Solutions
contactus @mypermitrack.com 431 1"Ave N, Suite 410
Minneapolis, Minnesota 55401
SEH TS MyPermiTrack.com ESC Page 4 of 4 City of Carmel, IN 4 -F)9
SEH Technology Solutions Master Services Agreement(MSA) for
MyPermiTrack.com Client Portal Services
1. PARTIES.
This is a contract between SEH Technology Solutions Inc. with offices at 431 1" Ave N — Suite 410, Minneapolis
Minnesota 55401, hereafter referred to as the "Vendor" and the City of Carmel, IN with offices at One Civic Square,
Carmel,IN 46032 hereafter referred to as"Client."
2. PURPOSE.
This Agreement is made between the Vendor and the Client, effective upon final signature of this Master Services
Agreement. This Master Services Agreement for SEH Technology Solutions, Inc. - MyPermiTrack.com Client Portal
Services, hereafter referred to as the "Agreement," is made in consideration of the Client retaining Vendor to
provide and maintain MyPermiTrack.com Client Portal Services herein and it is agreed as follows:
2.1. Shall reference optional supplemental Service Addendum(s) for terms set forth, in addition to or in exclusion of
this Agreement hereafter, and
2.2. Shall reference supplemental Service Attachment(s) for specific services provided, whereas Service
Attachment(s) shall identify specific products, scope of service, terms, discounts, Vendor compensation and
schedule of payments.
3. SCOPE OF SERVICES.
The Client hereby retains Vendor and Vendor hereby agrees to provide and maintain the Vendor Client Portal
Services.These services will be delivered via the Internet and are defined as set forth in Section "Provisions." Service
specific subscriptions, client customizations and additional offerings shall be included in separate authorized Service
Attachment(s).
4. SCHEDULE OF PAYMENT.
The Vendor shall perform services as defined in Section "Provisions," subsequent Agreement Addendums and be
paid according to Service Attachment(s). The Client agrees to pay Vendor the amount listed in Service Attachment(s)
subsequently authorized.
5. AMENDMENT.
This contract shall be binding on the parties hereto, their respective heirs, devisees, and successors, and cannot be
varied or waived by any oral representations or promise of any agent or other person of the parties hereto. Any
other change in any provision of this contract may only be made by a written Agreement Addendum, signed by the
duly authorized agent or agents who executed this contract.
6. TERM AND EFFECTIVE DATE.
This contract shall become effective upon execution by the Client signing authority (or the Purchasing Agent, if
authorized) on behalf of the Client, unless another effective date is specified in the Agreement, Agreement
Addendum or Service Attachment(s) respectively. In no case shall service commence before final Client signature
date of this Agreement, except where this Agreement serves as a renewal or replacement of an existing Agreement,
in such cases, services will resume as previously provided or amended based on current effective Service
Attachment(s). The term of this Agreement is indefinite unless the Client or Vendor provides written request to
terminate, update or replace.
7. PROEVISIONS.
7.1. SERVICE.
The Vendor will provide the Client with the means to access all contracted services using a web browser via
Internet access.The type(s) of service(s)that this Agreement covers shall be defined by subsequent authorized
Service Attachment(s).This Agreement does not include provision or maintenance of the Client's connection to
or via the Internet.
SEH TS MyPermiTrack.com MSA Page 1 of 5 Effective Upon Final Signat P
SEH Technology Solutions Master Services Agreement (MSA) for
MyPermiTrack.com Client Portal Services
7.2. SERVICE LEVEL AND AVAILABILITY
The Client Portal Service can be accessed by authorized system users 24 hours a day, 365 days a year as a
convenience to our customers. The Vendor only obligates the Client Portal Service will be available and
working 99.9% of the time between the hours of 8:00AM to 5:00PM Central Standard time Monday through
Friday, excluding national holidays and planned scheduled maintenance periods. If this system is not available
during the hours of 8:00AM and 5:00PM Central Standard Time Monday through Friday, the Client is eligible
for an extended service credit as defined in Section "Service Credit".
7.3. TECHNICAL APPLICATION SUPPORT(TAS).
TAS is defined as providing assistance on how to use the application from a technology perspective within a
web browser. (i.e.-The end user of the application does not understand how to use the application command
structure.)TAS does not include assistance to Client, for Client internal or remote connectivity issues, network
access, browser incompatibility issues, software installations, configurations or other technical problems that
reside on the Client side that result in an inability to access or use the Client Portal Services. This service also
includes, but not limited to:
7.3.1. TAS contact information for Client, provided via a "Support" link within the application.
7.3.2. TAS is for Client system users designated as "Client Administrators" provided by phone and direct
email.
7.3.3. All upgrades of the current subscribed platform developed and released for use during the term of the
Master Service Agreement.
7.3.4. Archival of databases upon request and not to exceed one per subscription year. Additional database
archival copies per year can be performed and delivered for a fee of $125 per archival request in electronic
form.An additional $10 will apply if a physical CD or DVD copy is requested.
7.4. PRODUCT SUPPORT.
Vendor will provide basic "How-to" type support to Client system users designated as "Client Administrators"
for the duration of all active Service Attachments.This service also includes, but not limited to:
7.4.1. Product Support contact information for Client, provided via a "Support" link within the application.
Product Support is for Client system users designated as "Client Administrators" provided via phone at 612-
284-6333,and direct email at support@mypermitrack.com
7.4.2. Product Support Resources, such as "How-to," FAQ, Help and downloadable electronic document
resources are available to Client Administrator, Client Users and Client Partners of our products via the
application, MyPermiTrack.com and the MyPermiTrack Customer Portal for users who have requested a
Customer Portal access account. Resource materials as part of the MyPermiTrack Customer Portal are
restricted to Clients only. These resources require a Client to log in with a registered email address and
password to access these resources.
7.4.3. For all other Product Support related needs, Client user designated as "Client Users" or "Client
Partners"of the system shall seek assistance from their"Client Administrators."
Advanced Product Support for all users of the system that do not purchase extended service contracts, who
contact MyPermiTrack.com for Product Support,shall be informed when additional charges may apply and
upon verbal acceptance,will be billed at the rate of$150/hour and billed in fifteen(15) minute increments.
Advanced Product Support,Analytic Review,Auditing, Data Review and other Consulting Services are not
included in Product Support of this Agreement.Advanced Product Support Extended Service Attachment(s)can
be purchased at discounted rates for extended coverage in excess of the aforementioned. Please contact
MyPermiTrack.com or your authorized MyPermiTrack.com Business Partner for additional details and
packages.
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7.5. PRODUCT TRAINING.
Product Training is not provided or included as part of this Agreement. Electronic versions of product user
manuals are made available to all Clients upon request,at no charge.
Training Service Sessions and Programs are available through separate authorized Service Attachment(s). For
all training services, additional fees and or travel expenses incurred to carry out training sessions, to include
where applicable, meals, lodging and training material media will be identified in such subsequent Service
Attachment(s).
7.6. OWNERSHIP OF SYSTEM AND DATA.
The Client acknowledges that all program files are the sole ownership of Vendor and Vendor acknowledges
that all Client-provided data is the sole ownership of the Client. Vendor reserves the right to download the
Client's database files for maintenance and backup purposes of Vendor's program files.
7.7. USE OF SYSTEM.
Vendor grants the Client unlimited use of the administrative portion of their system by Client employees. The
Client is not authorized to give any other organization administrative access to the system or otherwise share
the system with anyone outside the Client organization unless specifically defined by authorized Service
Attachment(s). Vendor reserves the right to immediately cancel service if this is not observed.
S. CONFIDENTIALITY OF AGREEMENT.
Vendor recognizes and acknowledges that this Agreement creates a confidential relationship between Vendor and
the Client and that information concerning the Client's business affairs is confidential in nature. All such information
concerning the Client is hereinafter collectively referred to as "Confidential Information."
9. NON-DISCLOSURE.
Vendor agrees that, except as directed by the Client, it will not, at any time during or after the term of this
Agreement, disclose any Confidential Information to any person whatsoever, and that upon the termination of this
Agreement, Vendor will turn over to the Client database files On a format mutually agreed upon at the time of
termination), documents, papers,and other matter in its possession or control that relate to the Client.
10. PERMITS AND LICENSES.
Vendor shall, at its expense, procure all licenses and permits which are required to lawfully render the services and
agree to comply with all the statutes, ordinances and regulations which are applicable to the conduct of its services
hereunder.
11. REMEDIES OF BREACH.
If either party breaches the above Agreement, the offended party shall have the right to apply to a court of
competent jurisdiction for an injunction to restrain the offending party from employing such actions and for an order
to enforce the terms of this section so breached and to recover any actual damages (limited to the total sum of
money expended pursuant to this Agreement), reasonable attorney's fees and court costs that the party shall have
lost as a result of the breach. The Client's right to recover its attorney's fees under these circumstances will be
recognized by the Vendor based on the Clients Local Government Code.
12. TERMINATION.
If one party (offending party) breaches one or more obligations hereunder, the other party (offended party) shall
give the offending party notice which shall specify the nature of the breach. The offending party shall then have
thirty (30) days from the receipt of such notice to remedy the breach for which such notice has been given. If at the
end of such thirty(30) day period, the Offending party has not cured the breach,the Offended party may thereupon
terminate this Agreement by giving the offending party a written notice of termination and at the expiration of the
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14th day following the delivery of such notice, the Agreement shall be deemed to be terminated and the offended
party shall be relieved from further performance of its obligations hereunder.
12.1.TERMINATION BY VENDOR.
12.1.1. Notwithstanding the previous section, Vendor may terminate this Agreement upon 30 days prior
written notice if the Client fails to pay Vendor in accordance with the provisions of above Agreement.
12.1.2. The Client is not authorized to give any other organization administrative access to the system or
otherwise share the system with anyone outside the Client organization unless specifically defined by
authorized Service Addendum(s). Vendor reserves the right to immediately cancel service if this is not
observed.
12.2.TERMINATION BY CLIENT.
12.2.1. The Client may terminate this Agreement when it determines that termination is in the best interests
of the Client by giving Vendor thirty(30) days written notice of the termination. If the Agreement is terminated
per this section, Vendor shall be paid its fee for all services rendered to date of termination.
13. SEVERABILITY.
If a court holds any part, term, or provision of the Agreement to be unenforceable, the validity of the remaining
portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and
enforced as if this Agreement did not contain the particular part, term, or provision. The parties agree that any
Agreement by the Client to indemnify shall be construed to be enforceable to the maximum extent allowed by law.
14. HEADINGS.
The headings that appear in this Agreement have been inserted for the purpose of convenience and ready
reference. They are not intended to and shall not be deemed to define, limit or extend the scope or intent of any
provision thereof.
15. CLIENT'S AUTHORITY.
The Client represents and warrants to Vendor that the Client has the requisite power and authority to enter into and
perform the terms of this Agreement and that the Client has done and will continue to do all things necessary so
that this Agreement will be valid, binding,and legally enforceable upon the Client.
16. ASSIGNMENTS.
This Agreement is not assignable by either party without the prior written consent of the other party, except for an
assignment by either party to a parent or a controlled subsidiary of that party.
17. LIMITATION OF CLAIMS.
Claims of either party against the other must be presented to the other party in writing within one year of the date
of discovery of the basis of the claim or the time allowed in the applicable statute of limitations,whichever is longer.
18. CONSEQUENTIAL DAMAGES.
The parties agree that in no case shall Vendor or the Client be liable for any loss of business, consequential, or
indirect damages.
19. GOVERNING LAW/VENUE.
This Agreement shall be governed by the laws of the State of Client residence.Venue for any legal action shall lie in a
court of competent jurisdiction within the county of which Client resides, or in the presiding United States District
Court of the state of residence.
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20. ENTIRE AGREEMENT AND NOTICE.
This Agreement contains the entire understanding of the parties and may not be amended without the specific
written consent of both parties.Any notice given under this Agreement shall be sufficient if it is in writing and if sent
by certified or registered mail.
IN WITNESS WHEREOF,
The Client and Vendor have duly executed this Agreement effective upon the date signature as identified below.
This Agreement has been accepted and approved on this day of 2013.
Client:City of Carmel, IN Vendor: SEH Technology Solutions, Inc.
By
John Thomas, Storm Water Administrator Date Angela Fischels, President
All inquiries related to this Agreement,Service Attachment(s),or inquires related to Clients account,subscription,
invoicing, payments,W9 copies, scheduling of appointments,training,webinars, technical support and inquires about
additional products or services, please remit your inquiries to:
MyPermiTrack.com Customer Care By Postal Mail
(612)284-6331 main MyPermiTrack.com
(612)284-6330 fax SEH Technology Solutions
contactus @mypermitrack.com 4311"Ave N, Suite 410
Minneapolis, Minnesota 55401
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