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CAG-22-046
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3.2 Restrictions. Customer shall not, and shall not allow any third party to, (i) decompile,
disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any
source code, programming, algorithms, design structure, interoperability interfaces, concepts,
construction methods, underlying ideas, of file formats of the Service or any files contained in the
Service, for any purpose, (ii) remove any identification markings, including but not limited to
copyright notices and Trademarks, from the Service, or (iii) make any modification or
enhancement to the Software, or incorporate the Service, or any portions thereof, into or with any
other software.
3.3 Stored Information. The Customer is solely responsible for the content or data stored in the
Service (“Stored Data”). The Customer warrants the Stored Data will not contain content that is
libelous, obscene, scandalous or defamatory, and that the Stored Data will not contain content
that violates the personal, proprietary, or intellectual property rights of any third party.
AVAILABILITY
4.1 Availability. CERVIS uses commercially reasonable efforts to maintain availability of the
Service twenty-four (24) hours per day, seven (7) days per week. However, scheduled and
unscheduled interruptions may occur, and CERVIS does not warrant or guarantee totally
uninterrupted availability of the Service. Scheduled maintenance is normally conducted during
non-peak hours so as to cause minimum inconvenience to the Customer. Scheduled interruptions
will be posted in advance. In the event that an unscheduled interruption occurs, CERVIS will apply
reasonable resources to resolve the problem and return the Service to availability as soon as
possible. During these scheduled and unscheduled interruptions, the Customer may be unable to
use the Service.
4.2 Reliability. CERVIS uses commercially reasonable practices including redundancy and
backup practices to minimize unscheduled interruptions of service and loss of Customer data.
However, CERVIS does not warrant or guarantee that such events will not occur. CERVIS’ sole
and exclusive obligation for any loss or damage to the Stored Data is to use reasonable efforts to
provide Customer with the most recent backup of the Stored Data.
TERM AND TERMINATION
5.1 Term of Service. Service will commence on the Effective Date for both the Monthly and
Annual Plan. Service shall continue unless cancelled or terminated as provided in the Service
Agreement.
5.2 Involuntary Service Termination or Suspension. CERVIS may, at its option, terminate or
temporarily suspend a Customer’s service if a Customer fails to make timely payments of service
fees set forth in Schedule A. If payment has not been received within thirty (30) days after the due
date, CERVIS will suspend Service until payment, including any late fees, have been received.
CERVIS may terminate this Service Agreement, for any reason or for no reason, with thirty (30)
days notice to Customer. If this Service Agreement is terminated for reasons other than Customer
breach, Customer will receive a refund of any unused portion of their fees and Stored Data will be
made available by CERVIS for Customer downloading for up to ninety (90) days after termination.
After ninety (90) days CERVIS shall destroy remaining data in Customer’s account.
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5.3 Voluntary Service Cancellation.A Customer may cancel this Service Agreement and use of
the Service at anytime. To cancel CERVIS, Customer must complete and sign a Service
Cancellation Form and must also pay any outstanding account balance immediately upon
cancellation. The voluntary cancellation is not effective until CERVIS receives the signed and
completed Service Cancellation Form via fax, e-mail, or in-person and all required payments have
been made. All set-up fees and service fees are billed in advance and no paid set-up fees, service
fees or credit balances from credits previously issued will be refunded, unless cancellation is
within thirty (30) days of the Effective Date as described below in paragraph 5.4. If Customer
wishes to obtain its Stored Data, the Customer is responsible for retrieving their Stored Data from
the System prior to their cancellation. Customer grants CERVIS the right to destroy all Stored
Data and information left in cancelled accounts. CERVIS will remove Customer’s Stored Data
from the System upon Customer cancellation.
5.4 Termination Within First Thirty (30) Days.Customer may opt to cancel their Service within
thirty (30) days of the Effective Date and receive a full refund of the monthly or annual fees that
they have previously paid. Customer will not receive a refund of their set-up fee. To cancel
Service pursuant to this Section 5.4, CERVIS must receive the signed and completed Service
Cancellation Form from Customer via fax, e-mail, or in-person no later than thirty (30) days from
the Effective Date.
FEES AND PAYMENTS
6.1 Fees. Customer agrees to pay the Set-Up and Service Fees that they have selected on
Schedule A.
6.2 Fee Changes.CERVIS will not, at any time, increase the monthly and annual fees to
Customer. CERVIS reserves the right to change fees or increase fees for new Customers only.
6.3 Taxes. CERVIS shall charge Customer all federal, state and local taxes, if any, which are
applicable by law to all fees and services. If Customer is exempt from paying federal, state or
local taxes, the proper paperwork must be submitted to CERVIS within ninety (90) days of the
Effective Date.
GENERAL PROVISIONS
7.1 Attachments.This Service Agreement is accompanied by the following attachments:
Schedule A - Fees and Payment Terms
Each attachment to this Service Agreement is incorporated herein by reference in its entirety, the
same as though fully set forth at length herein.
7.2 Customer Reference.You agree that CERVIS may identify Customer as a recipient of
services and use Customer logo in sales presentations, marketing materials, press releases, and
for promotional purposes on www.cervistech.com.
7.3 Entire Service Agreement. This Service Agreement shall become effective only upon
acceptance by an authorized representative of CERVIS. The Service Agreement supersedes all
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prior Service Agreements and understandings, constitutes the entire Service Agreement, and may
not be modified or terminated orally.
7.4 Governing Law. This Service Agreement shall be governed by the laws of the State of
Colorado and the United States of America without regard to conflicts of law principles and
without regard to the provisions of the 1980 United Nations Convention on the International Sale
of Goods. Customer agrees that the venue for any dispute concerning the Service Agreement
shall be in El Paso County, Colorado.
7.5 Force Majeure. Except for the obligation to make payments, neither party shall be deemed
in default of this Service Agreement and shall be excused from liability for any failure to perform or
delay in performance to the extent that performance is rendered impossible by strike, fire,
explosion, flood, act of God, governmental acts or orders or restrictions, failure of suppliers
(including telecommunications vendors), or any other reason where failure to perform is beyond
the control and not caused by the negligence of the non-performing party.
7.6 Severability. In the event any provision of this Service Agreement or portion thereof is
adjudged by any court of competent jurisdiction to be illegal, unenforceable, or invalid, that
provision shall be stricken or modified to the minimum extent necessary so that this Service
Agreement shall remain enforceable, and the remaining provisions of this Service Agreement
shall remain in full force and effect. In addition, the illegal, unenforceable, or invalid provision shall
be automatically amended so as to best accomplish the objectives of the illegal, unenforceable, or
invalid provision within the limits of applicable law. All titles, headings and captions are placed in
this Service Agreement merely as a matter of convenience and shall not affect the construction or
interpretation of any of its provisions.
7.7 Notices.Any notices, requests or other communications required or permitted to be given
hereunder shall be in writing and shall be delivered by a widely recognized national overnight
courier service or mailed by United States registered or certified mail, return receipt requested,
postage prepaid, or by email or facsimile transmission, and addressed to each party at its address
set forth below:
CERVIS:
P.O. Box 64181
Colorado Springs, CO 80962
Fax: 1-888-549-3601
Email: support@cervistech.com
Customer:
1055 South Grady Way
Renton, WA 98057
Email: tnishi@rentonwa.gov
Either party may change their notice address by notice to the other. Notices will be effective on
the date delivered or on which delivery is attempted unsuccessfully if by national courier service
or United States mail.
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ARBITRATION
8.1 If there is any dispute or claim between a customer and CERVIS, the Customer agrees to
submit the dispute for resolution to binding arbitration. Arbitration means that neither the
Customer nor CERVIS can sue each other in court over a dispute and that an arbitrator will
decide the dispute, not a judge or jury. The arbitrator shall be selected by CERVIS and unless
mandated by applicable law, each customer shall bear their own attorney’s fees and costs.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, having been duly
authorized, execute this Service Agreement on the date indicated:
CERVIS Technologies, Inc. City of Renton
Signature Signature
Printed Name Printed Name
Title Title
Date Date
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SCHEDULE A
FEES AND PAYMENT TERMS
City of Renton, 1055 South Grady Way, Renton, WA 98057 (“Customer”) hereby orders and
CERVIS Technologies, Inc. (“CERVIS”) agrees to provide the Service described in the Service
Agreement to which this Schedule is attached pursuant to the terms and conditions in the Service
Agreement agreed to by Customer and CERVIS on .
Set-Up Fees
Choose your set-up from the options below.
Account Set-Up: $100
Account Set-Up & Data Import: $300
Set-Up Fees. The Set-Up fee is due upon execution of this Agreement.
Monthly Service Fees. For customers choosing the Monthly Plan, payment is due on the first
(1st) day of each month for Service that month, for so long as the Service Agreement is in effect.
Annual Service Fees.For customers choosing the Annual Plan, payment of the annual fee is
due upon execution of the Service Agreement and on every annual anniversary thereof, for so
long as the Service Agreement is in effect.
Late Fees.If any fees are not paid when due, a late fee of 10% of the late payment shall
immediately be due and payable in addition to the amount due.
Premier Edition Service Fees
Choose your plan from the options below.
Monthly Plan: $175/month
Annual Plan: $1,800/year
DocuSign Envelope ID: 1FF838A9-7EAA-4917-99AA-74AAEE541992