HomeMy WebLinkAboutAgreement A-19-334 with Smartspace Inc.pdfAgreement No. 19-334
1 AGREEMENT
2 THIS AGREEMENT ("Agreement") is made and entered into this 9th day of
3 July , 2019 ("Effective Date"), by and between the COUNTY OF FRESNO , a political
4 subdivision of the State of Californ ia , ("COUNTY"), and Smartspace USA, Inc., a Delaware
5 corporation, whose corporate address is at 801 Barton Springs Rd., 9th Floor, Austin, TX 78704 ,
6 ("CONTRACTOR").
7
8 RECITALS
9 WHEREAS , COUNTY desires to license Software as a Service (SAAS) of CONTRACTOR 's
10 space management software ("Subscription Service) called Smartspace ("System Software "),
11 as well as physical goods, training, and implementation services ("Professional Services ") from
12 CONTRACTOR , as set forth in COUNTY 's Request for Proposal (RFP) 19-054, dated February
13 27,2019;and
14 WHEREAS , CONTRACTOR represented in its Response to COUNTY 's RFP No 19-054, dated
15 March 27 , 2019 , that the System Software license , physical goods , training , and maintenance
16 of System Software by CONTRACTOR , along with professional services from CONTRACTOR ,
17 meet the stated needs of COUNTY; and
18 WHEREAS , COUNTY and CONTRACTOR desire to enter into this agreement for the license
19 and access to the Subscription Service, and for maintenance and support of the Subscription
20 Service .
21 NOW, THEREFORE, for and in consideration of the promises herein , and for other good and
22 valuable consideration, the parties agree as follows :
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WITNESSETH
I. OBLIGATIONS OF CONTRACTOR
A) SOFTWARE AS A SERVICE
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CONTRACTOR grants to COUNTY, and COUNTY accepts, a non-
exclusive, non-transferable, annual license to use System Software that is subject
to the terms and conditions set forth in the attached Limited Use Software License
Agreement for Cloud / SAAS in Exhibit 3, which is incorporated by this reference.
B) SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY
CONTRACTOR shall provide COUNTY with services as set forth in the
attached Statement of Work (SOW ) in Exhibit 4, which is incorporated by this
reference. Change orders to the services defined in the SOW, or additional SOW
documents for additional implementations, may be approved by the Director of
Internal Services/Chief Information Officer or his/her designee.
1) DOCUMENTATION
CONTRACTOR shall provide to COUNTY Smartspace System
Documentation, which shall consist of electronic media files. The electronic media
files must be printable using PC software normally available at COUNTY.
CONTRACTOR shall provide new System Documentation corresponding to all new
System Software Upgrades. COUNTY may print additional copies of all
documentation. All System Documentation is to be used by COUNTY only for the
purposes identified within this Agreement.
II. OBLIGATIONS OF COUNTY
A) COUNTY CONTRACT ADMINISTRATOR
COUNTY appoints its Chief Information Officer (CIO) or his designee, as COUNTY's
Contract Administrator with full authority to deal with CONTRACTOR in all matters
concerning this Agreement.
B) SAFEGUARDING SYSTEM SOFTWARE
COUNTY will follow its present practices to safeguard System Software delivered to
COUNTY by CONTRACTOR. A copy of COUNTY’S “Information Technology (IT)
Standards and Preferences” will be made available upon request.
C) ACCEPTANCE TESTING
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COUNTY shall approve Final System Acceptance when the Subscription Service has
been successfully tested and satisfactorily performs all functions necessary pursuant to
this Agreement, and all deliverables identified in this Agreement as required for
acceptance have been received by COUNTY.
D) ACCEPTANCE TESTING PROCESS
Following delivery and installation, CONTRACTOR shall test the Subscription
Service along with COUNTY personnel.
E) COUNTY PROJECT MANAGER
Upon execution of this Agreement, COUNTY’s Contract Administrator shall designate
one individual from ISD who will function as Project Manager with responsibility for day-to-
day management of the project for implementation of the Subscription Service . The
Project Manager and COUNTY personnel shall have the necessary and appropriate
training and experience to implement the terms of this Agreement. COUNTY
acknowledges CONTRACTOR’S reliance on same.
F) OTHER COUNTY OBLIGATIONS
Technical assistance from COUNTY’s ISD staff will be provided during the
performance of the installation of the System Software. In particular, COUNTY will
provide:
a. Network connectivity and troubleshooting assistance.
b. Ability to monitor network traffic and isolate bottlenecks.
c. Technical assistance concerning the integration with existing COUNTY
systems (if applicable).
d. Expertise to handle issues with PCs, printers, and cabling before, during,
and after rollout.
III. TERM
This Agreement shall become effective on the Effective Date for a term of three (3) years,
with the option for two (2), one (1) year extensions, upon written authorization from the
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County’s Director of Internal Services or his/her designee, and payment of Annual SAAS
Subscription Fees.
IV. TERMINATION
A) NON-ALLOCATION OF FUNDS
The terms of this Agreement, and the services to be provided thereunder, are
contingent on the approval of funds by the appropriating government agency. Should
sufficient funds not be allocated, the services provided may be modified, or this
Agreement terminated, at any time without penalty by giving CONTRACTOR thirty (30)
days advance written notice.
B) BREACH OF CONTRACT
COUNTY may immediately suspend or terminate this Agreement in whole or in part
where, in the determination of COUNTY, there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to COUNTY;
4) Improperly performed service.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of any
breach of this Agreement or any default which may then exist on the part of
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to
COUNTY with respect to the breach or default. COUNTY shall have the right to demand
of CONTRACTOR the repayment to COUNTY of any funds disbursed to CONTRACTOR
under this Agreement, which in the judgment of COUNTY were not expended in
accordance with the terms of this Agreement. CONTRACTOR shall promptly refund any
such funds upon demand.
CONTRACTOR may, upon thirty (30) days prior written notice to COUNTY, terminate
this Agreement if COUNTY fails to comply with any material term or condition of this
Agreement unless COUNTY cures such failure within such thirty (30) day period, or other
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such timeframe as may be mutually agreed upon in writing by the parties.
C) Without Cause
Under circumstances other than those set forth above, this Agreement may be
terminated by COUNTY by giving thirty (30) days’ advance written notice of an intention to
terminate to CONTRACTOR.
V. COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive compensation,
as described in the Limited Use Software License Agreement for Cloud / SAAS and the
Statement of Work and in this Section V.:
A) HARDWARE COSTS:
Each meeting room managed in the System Software will include an Evoko panel, at a
cost of $1,300 each. Additional hardware may be purchased with the written approval of
the Director of Internal Services/CIO or his designee.
In no event shall hardware purchases under this Agreement exceed $300,000.
B) SAAS COSTS:
Each meeting room managed in the System Software will be licensed at $400.00 per
year. Additional services and functionality may be purchased with written approval of the
Director of Internal Services/CIO or his designee.
In no event shall SAAS license fees under this Agreement exceed $450,000.
C) IMPLEMENTATION COSTS:
Implementation costs for the initial implementation are described in Exhibit 4.
Additional Statements of Work for further implementation services may be approved by
the Director of Internal Services/CIO or his designee.
In no event shall Implementation Services under this Agreement exceed $70,000.
D) TRAVEL COSTS:
Travel costs for additional unplanned travel may be reimbursed by COUNTY if
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COUNTY requires CONTRACTOR to travel onsite to COUNTY facilities. All such
expenses must be invoiced as pass-through costs, and shall be approved in writing by the
Director of Internal Services/CIO or his designee prior to CONTRACTOR’s travel.
In no event shall travel costs reimbursed under this Agreement exceed $10,000.
E) TOTAL CONTRACT AMOUNT
In no event shall compensation paid for goods or services performed under this
Agreement exceed $650,000 during the initial three (3) year term of this Agreement. If this
Agreement is extended for an additional fourth year, in no event shall the total
compensation paid exceed $740,000. If this Agreement is extended for an additional fifth
year, in no event shall the total compensation paid exceed $830,000.00 during the entire
possible five (5) year term of this Agreement. It is understood that all expenses incidental
to CONTRACTOR'S performance of services under this Agreement shall be borne by
CONTRACTOR.
F) INVOICING
CONTRACTOR shall submit invoices, which must reference the provided contract
number, either electronically or via mail (and must reference the provided contract number
on the invoice) to County of Fresno ISD, Accounts Payable, 333 W. Pontiac Way, Clovis,
CA 93612 or Accounts Payable (ISDBusinessOffice@FresnoCountyCA.gov). COUNTY
will pay CONTRACTOR within forty-five (45) days of receipt of an approved invoice, by
mail addressed to CONTRACTOR’s remittance address at 801 Barton Springs Rd, 9th
Floor Austin TX 78704.
VI. INDEPENDENT CONTRACTOR:
In performance of the work, duties and obligations assumed by CONTRACTOR under
this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and
all of CONTRACTOR'S officers, agents, and employees will at all times be acting and
performing as an independent contractor, and shall act in an independent capacity and not as
an officer, agent, servant, employee, joint venture, partner, or associate of COUNTY.
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Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
method by which CONTRACTOR shall perform its work and function. However, COUNTY shall
retain the right to administer this Agreement so as to verify that CONTRACTOR is performing
its obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters the
subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely
no right to employment rights and benefits available to COUNTY employees. CONTRACTOR
shall be solely liable and responsible for providing to, or on behalf of, its employees all
legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees,
including compliance with Social Security withholding and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
providing services to others unrelated to COUNTY or to this Agreement.
VII. CONFIDENTIALITY
A Party receiving Information (defined below) of the other will not disclose such
Information other than to persons in its organization who have a need to know, and who will be
required to comply with this Section. The Party receiving Information will not use such
Information for a purpose inconsistent with the terms of this Agreement. “Information” means
the System Software, Documentation and all information and intellectual property related
thereto (including, but not limited to all databases provided to COUNTY by CONTRACTOR
whether created by CONTRACTOR or its third party licensors such as, without limitation, the
mapping product databases) as well as information related to the business of CONTRACTOR
or COUNTY. Information will not include: (i) information publicly known prior to disclosure; (ii)
information coming into the lawful possession of the recipient without any confidentiality
obligation; and (iii) information required to be disclosed pursuant to state law, regulatory action
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or court order, provided adequate prior written notice of any request to disclose is given to the
Party whose information is to be disclosed. Each Party will exercise at least the same degree of
care to safeguard the confidentiality of the other’s Information as it does to safeguard its own
proprietary confidential information, but not less than a reasonable degree of care.
VIII. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
IX. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
X. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
defend COUNTY, its officers, agents, and employees from any and all costs and expenses
(including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by
CONTRACTOR, its officers, agents, or employees under this Agreement, and from any and all
costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses
occurring or resulting to any person, firm, or corporation who may be injured or damaged by the
performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees under
this Agreement.
The provisions of this Section X shall survive termination of this Agreement.
XI. INSURANCE
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Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the
following insurance policies throughout the term of the Agreement:
Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
(E) Technology Professional Liability (Errors and Omissions)
Technology professional liability (errors and omissions) insurance with limits of not less
than Two Million Dollars ($2,000,000.00) per occurrence. Coverage shall encompass all of
the CONTRACTOR’s duties and obligations that are the subject of this Agreement.
Coverage shall include, but not be limited to, any and all claims, damages, costs, fees,
regulatory fines and penalties, or forms of legal action involving Cyber Risks.
F) Cyber Liability
Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000.00)
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per occurrence. Coverage shall include, but not be limited to, any and all claims,
damages, costs, fees, regulatory fines and penalties, or forms of legal action involving
Cyber Risks. The cyber liability policy shall be endorsed to cover the full replacement
value of, damage to, alteration of, loss of, theft of, ransom of, or destruction of int angible
property (including but not limited to information or data) that is in the care, custody, or
control of CONTRACTOR.
For purposes of the technology professional liability insurance and the cyber liability
insurance required under this Agreement, Cyber Risks include, but are not limited to, (i)
security breaches, which include disclosure of, whether intentional or unintentional,
information provided by COUNTY, information provided by or obtained from any inmate, or
personal-identifying information relating to any inmate, to an unauthorized third party; (ii)
breach of any of CONTRACTOR’s obligations under this Agreement relating to data
security, protection, preservation, usage, storage, transmission, and the like; (iii)
infringement of intellectual property including, but not limited to, infringement of copyright,
trademark, and trade dress; (iv) invasion of privacy, including any release of private
information; (v) information theft by any person or entity, whatsoever; (vi) damage to or
destruction or alteration of electronic information; (vii) extortion related to
CONTRACTOR’s obligations under this Agreement regarding electronic information,
including information provided by COUNTY, information provided by or obtained from any
inmate, or personal-identifying information relating to any inmate; (viii) network security;
(ix) data breach response costs, including security breach response costs; (x) regulatory
fines and penalties related to CONTRACTOR’s obligations under this Agreement
regarding electronic information, including information provided by COUNTY, information
provided by or obtained from an inmate, or personal-identifying information relating to any
inmate; and (xi) credit monitoring expenses.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually
and collectively, as additional insured, but only insofar as the operations under this
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Agreement are concerned. Such coverage for additional insured shall apply as primary
insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers,
agents and employees shall be excess only and not contributing with insurance provided
under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents,
and employees any amounts paid by the policy of worker’s compensation insurance
required by this Agreement. CONTRACTOR is solely responsible to obtain any
endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but CONTRACTOR’s waiver of subrogation under this paragraph is effective
whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above
for all of the foregoing policies, as required herein, to the County of Fresno, Chief
Information Officer, 333 W Pontiac Way, Clovis CA 93612, stating that such insurance
coverages have been obtained and are in full force; that the County of Fresno, its officers,
agents and employees will not be responsible for any premiums on the policies; that for
such worker’s compensation insurance the CONTRACTOR has waived its right to recover
from the COUNTY, its officers, agents, and employees any amounts paid under the
insurance policy and that waiver does not invalidate the insurance policy; that such
Commercial General Liability insurance names the County of Fresno, its officers, agents
and employees, individually and collectively, as additional insured, but only insofar as the
operations under this Agreement are concerned; that such coverage for additional insured
shall apply as primary insurance and any other insurance, or self -insurance, maintained
by COUNTY, its officers, agents and employees, shall be excess only and not contributing
with insurance provided under CONTRACTOR's policies herein; and that this insurance
shall not be cancelled or changed without a minimum of thirty (30) days advance, written
notice given to COUNTY.
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In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
terminate this Agreement upon the occurrence of such event.
All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A FSC VII or better.
XII. AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during CONTRACTOR’S normal business hours,
and upon prior written notice, as often as the COUNTY may deem necessary, make available
to COUNTY for examination all of its records and data with respect to the matters covered by
this Agreement. CONTRACTOR shall, upon request by COUNTY, permit COUNTY to audit and
inspect all of such records and data necessary to ensure CONTRACTOR'S compliance with the
terms of this Agreement. Any such examinations or audits shall be at COUNTY’S expense.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall
be subject to the examination and audit of the California State Auditor for a period of three (3)
years after final payment under contract (Government Code Section 8546.7).
XIII. NOTICES
A) AUTHORITY TO GIVE AND RECEIVE NOTICES
The following persons (with addresses noted below) have authority to give and receive
notices under this Agreement:
COUNTY OF FRESNO CONTRACTOR
Name: Steven Rodriguez
Chief Information Officer Title:President - US
333 W. Pontiac Way 801 Barton Springs Rd, 9th Floor
Clovis, CA 93612 Austin, TX 78704
ISDBusinessOffice@FresnoCountyCA.gov
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All notices between the COUNTY and the CONTRACTOR provided for or permitted
under this Agreement must be in writing and delivered either by personal service, by first-class
United States mail, by an overnight commercial courier service, or by electronic mail sent to and
confirmed by CONTRACTOR at CONTRACTOR’s email address. A notice delivered by personal
service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage
prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service
is effective one COUNTY business day after deposit with the overnight commercial courier
service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
the recipient. A notice delivered by electronic mail is effective when transmission to the recipient
is completed (but, if such transmission is completed outside of COUNTY business hours, then
such delivery shall be deemed to be effective at the next beginning of a COUNTY business day),
provided that the sender maintains a record of the completed transmission. For all claims arising
out of or related to this Agreement, nothing in this section establishes, waives, or modifies any
claims presentation requirements or procedures provided by law, including but not limited to the
Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section
810).
B) PRIMARY ESCALATION CONTACT INFORMATION
The persons and their contact information that COUNTY or CONTRACTOR can use to escalate
problems or situations are listed in Exhibit 2, and may be updated as needed by either Party, by
notifying the other Party in writing.
XIV. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
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XV. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of this agreem ent, CONTRACTOR
changes its status to operate as a corporation.
Members of CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing
services under this agreement. A self-dealing transaction shall mean a transaction to which
CONTRACTOR is a party and in which one or more of its directors has a material financial
interest. Members of the Board of Directors shall disclose any self-dealing transactions that
they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form
(Exhibit 1) and submitting it to COUNTY prior to commencing with the self-dealing transaction
or immediately thereafter.
XVI. Counterparts; Electronic Transmission.
This Agreement may be executed in counterparts, each of which shall be deemed to
be an original, but all of which shall constitute one and the same instrument. A signature
delivered by facsimile, scan, photograph or other electronic transmission shall be as binding a s
delivery of an original signature hereto, provided, that the delivering party shall, if requested by
any party for any reason, promptly deliver the original signature so transmitted or a separate,
original signature, the delivery of which shall not in an y way limit the effectiveness of the
signature previously electronically delivered.
XVII. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agree ments
negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement. In the
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event of any inconsistency in interpreting the documents comprising this Agreement, the
inconsistency shall be resolved by giving precedence in the following order of priority (1) the
text of this agreement (excluding the Limited Use Software License Agreement for Cloud /
SAAS and the Statement of Work); (2) the text of the Limited Use Software License Agreement
for Cloud / SAAS; and (3) the Statement of Work.
II
DocuSign Envelope ID : FBFDCA7A-A5AF -4A9F-A121 -2951D6E2FDA7
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
3
4 CONTRACTOR
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DocuSigned by:
Steven Rodriguez
Print Name & Title
801 Barton Springs Rd
Austin, TX 78704
10 Mailing Address
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President
16 FOR ACCOUNTING USE ONLY:
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ORG : 89050000
Account: 7309
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By: ____,,;\._,.,,.,,,,,1,SP>,,N\.~'--'--'~----===><>-' -.-,-,...JJ,___ ___ _
Deputy '
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Exhibit 1
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (h ereinafter referred to as “County Contractor”),
must disclose any self -dealing transactions that they are a party to while providing goods,
performing services, or both for the County. A self -dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self -dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self -dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self -dealing
transaction described in Sections (3) and (4).
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(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date:
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Exhibit 2
COUNTY CONTRACTOR
Contact # 1: Contact # 1:
Americo Papaleo Name: Steve Batten
Information Technology Manager Title: Chief Customer Officer
Office Phone: (559) 600-5800 Office Phone: +44 (0) 7538 415446
Email: apapaleo@FresnoCountyCA.gov Email: sbatten@smartspaceplc.com
COUNTY CONTRACTOR
Contact # 2: Contact # 1:
Sheri Walden Name: Sarah Butler
Information Technology Division Manager Title: Head of Implementation
Office Phone: (559) 600-5800 Office Phone: +44 (0) 7940 376558
Email: swalden@FresnoCountyCA.gov Email: sbutler@smartspaceplc.com
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Exhibit 3
LIMITED USE SOFTWARE LICENSE AGREEMENT
FOR CLOUD / SAAS
This Limited Use License Agreement applies to any Products branded online hosted software
services provided by SmartSpace USA, Inc. (“Licensor”) subscribed to and used by an end user
(“Licensee”). BY ACCESSING AND/OR USING ANY OF THE SERVICES (AS DEFINED
BELOW), LICENSEE AGREES TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
1. Definitions. As used in this Agreement, the following definitions shall apply:
1.1 "Agreement" means these online terms of use, any Order Form (as defined below),
and any materials available on Licensor’s website specifically incorporated herein by reference,
as such may be updated by Licensor from time to time in its sole discretion.
1.2 “Customer Data” means any data, information or material relating to Licensee
submitted or provided by Licensee to Licensor through the use of the Services.
1.3 "Effective Date" means the earlier of either Licensor’s invoice or the date the
Services are available for use by Licensee.
1.4 “Licensed Program” means all of Licensor’s proprietary technology and
documentation (including software, hardware, processes, user interfaces, algorithms, know-how,
techniques, and other tangible or intangible technical material or information, and specifications
describing the features, functionality or operation of the Services,) made available to Licensee by
Licensor in providing the Services to Licensee.
1.5 “Services(s)” means the online hosting, maintenance and support services and any
other services or products provided by Licensor to Licensee as set forth on an Order Form.
1.6 “Service Fees” has the meaning set forth in Section 6.
1.7 “Order Form(s)” means Licensor’s quote, invoice or proposal evidencing a
subscription for the Services specifying the Services and the applicable Service Fees, each such
Order Form is incorporated herein by reference (in the event of any conflict between the terms of
this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).
1.8 “Users” mean Licensee’s employees, representatives, consultants, contractors or
agents who are authorized to use the Services on behalf of Licensee.
2. Services. Subject to the terms and conditions of this Agreement, including the payment of
all applicable Service Fees, Licensor agrees to use commercially reasonable efforts to (a) provide
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Licensee with the Services, (b) to make the Services available for use in accordance with the
Services Level Agreement set forth on Schedule A attached hereto, and (c) provide commercially
reasonable levels of security for the Services in accordance with the Hosting Infrastructure set
forth on Schedule B attached hereto. Licensee expressly understands and agrees that Licensee is
contracting solely with SmartSpace USA Inc. for the use of the Services and the Licensed
Programs and not with any subsidiary or other affiliated entity of SmartSpace USA, Inc. and all
obligations of Licensor hereunder are solely of SmartSpace USA, Inc.
3. PROFESSIONAL SERVICES
3.1 Licensor Professional Services shall be as described on the Order Form and may
include, but are not limited to upgrades, project planning and status meetings; business process
design and re-engineering; training and facilitated practice; configuration; software
implementation, integration or development services and other tasks. Licensor Professional
Services may be delivered on site or remotely. Licensee’s Professional Services team will identify
the appropriate delivery venues.
3.2 Scheduling Professional Services is on a first-come, first-serve basis. Reasonable
efforts will be made to assign a local consultant, but no commitment can be given.
3.3 Licensee must cancel Professional Services commitments at least seven (7)
calendar days before the first day of the commitment to avoid a cancellation penalty. The
cancellation penalty is equal to one professional service day or the equivalent, regardless of the
length of the original engagement. In addition, the customer will be charged for all cost associated
with canceling or rescheduling travel arrangements.
3.4 Professional service fees are charged in increments of two hours and deducted from
Licensee’s professional service account balance. Travel and expenses are not included in the
purchase of Professional Service time and are charged separately. These costs include, but are not
limited to, airfare and transportation or parking at the airport; car rental, mileage, and gas; hotel
and charges assessed to make local or toll-free telephone calls; and meals. If the customer does not
have a balance in their account enough to cover the expected engagement, no commitment will be
confirmed without a signed Order Form equal to the length of the engagement. Please contact your
sales representative to purchase additional days of service. Professional service days expire six (6)
months after the date of purchase, with written (email) notice, unless agreed by both parties.
4. Grant of License; Title to Intellectual Property.
4.1 Grant of License. Subject to the terms and conditions of this Agreement, Licensor
hereby grants Licensee a nonexclusive, non-transferable, non-sublicensable limited subscription-
based license (the “License”) to access and use the Licensed Program for the number and type of
Licenses set forth on an Order Form accepted by Licensor. Additional Licenses may be subscribed
by Licensee pursuant to additional Order Forms. The use of the Licensed Program and Services
are for the exclusive use of Licensee and its Users and do not extend to third parties. Licensee is
responsible for the use of the Licensed Program and Services by Licensee’s Users.
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4.2 License Use Restrictions. Licensee agrees to (a) use the Licensed Program solely
for its own internal business purposes and agrees not to rent, lease, sublicense, time-share, or
otherwise distribute the Licensed Program for resale, or to host applications to provide service
bureau, time-sharing, or other computer services to third parties, or otherwise make available the
Licensed Program to any third parties, (b) not to reverse-engineer, decompile, disassemble,
modify, create derivative works of, or copy all or any part of the Licensed Program, and (c) to take
appropriate actions to protect the Licensed Program and all parts thereof from unauthorized
copying, modification, or disclosure by its Users and other third parties. Licensee may not use the
Licensed Program or access the Services if Licensee is a direct competitor of Licensor or for
purposes of monitoring the availability, performance or functionality of the Services, or for any
other benchmarking or competitive purposes.
4.3 Title to Intellectual Property. Licensee hereby acknowledges that all right, title
and interest in and to the Licensed Program and all intellectual property rights therein, including
patent, unpatented inventions, copyright, trademark, trade secret, proprietary information and
technology used in or comprising the Licensed Program and the Services and any suggestions,
ideas, enhancement requests, feedback, recommendations or other information provided by
Licensee to Licensor relating to the Services or the Licensed Program (collectively, the “Licensor
Intellectual Property”) are owned by, and are vested in, Licensor (or its applicable
licensors/suppliers). Other than as expressly set forth in this Agreement, no license or other rights
in the Licensor Intellectual Property are granted to Licensee and all such rights are hereby
expressly reserved by Licensor. Licensor Intellectual Property does not include any Customer
Data.
5. Licensee Obligations.
5.1 Access and Security Guidelines. Use of the Services is conditioned on Licensee
obtaining and maintaining access to the internet, and all equipment necessary for proper operation
of the Services. Licensee is required to maintain and use secure usernames and passwords issued
by Licensor as set forth on Schedule B for the access and use of the Services. Licensee shall be
responsible for ensuring the security and confidentiality of such usernames and passwords.
Licensee shall use commercially reasonable efforts to prevent unauthorized access to, or use of,
the Services and shall notify Licensor immediately of any such unauthorized use or other known
breach of security. Licensee is responsible for all activities that occur under Licensee's usernames
and passwords. Licensee shall report to Licensor immediately and use reasonable efforts to stop
immediately any copying or distribution of the Licensed Programs that is known or suspected by
Licensee.
5.2 Acceptable Use. Licensee shall abide by all applicable local, state, national and
foreign laws, treaties and regulations in connection with Licensee’s use of the Services, including
those related to data privacy, international communications and the transmission of technical or
personal data and in accordance with Licensor’s Acceptable Use Policy set forth on Schedule C
attached hereto. Licensor reserves the right to update such policy as set forth therein. Any use of
the Services in violation of Licensor's Acceptable Use Policy shall be a material breach of this
Agreement. Licensee agrees to defend, indemnify and hold Licensor harmless from and against
any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees)
arising from Licensee’s violation of this Agreement, including but not limited to infringement of
Licensor’s copyright, violation of Licensor’s
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proprietary rights, and invasion of Licensor’s privacy rights. This obligation will survive the
termination of the Services.
5.3 Customer Data. Licensee will be solely responsible for providing all Customer
Data required for the proper operation of the Services. Licensee shall have sole responsibility for
the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership or
right to use of all Customer Data, including as outlined in Licensor’s Acceptable Use Policy.
Licensor is under no obligation to review Customer Data for accuracy, acceptability or potential
liability. Licensee grants to Licensor all necessary licenses in and to such Customer Data solely as
necessary for Licensor to provide the Services to Licensee.
6. Service Fees.
6.1 Service Fees. In consideration of the Services provided, Licensee shall pay
Licensor those fees itemized on any Order Form for the Services and all applicable excise, sales,
use, or other taxes, fees or charges applicable to the Services (the "Service Fees"). Unless
otherwise specified in the Order Form, Service Fees are payable in advance and are due in full 45
days from the Effective Date. If additional Services are purchased, additional Service Fees shall be
invoiced to COUNTY and payable in full within 45 days of receipt of the invoice. Recurring
subscription Services purchased by Licensee will automatically renew on an annual basis at rates
provided in the agreement. These renewals will be invoiced 45 days prior to the end of the current
licenses and shall be payable in accordance with this Section 6, unless a party sends to the other
party a notice of non-renewal pursuant to Section 7.1. Licensor may suspend Services during any
period in which Service Fees remain past due and/or terminate this Agreement in accordance with
Section 7.2. Services may be restored at Licensor’s sole discretion upon payment in full of past
due amounts and applicable reconnection and other fees.
6.2 Invoicing. CONTRACTOR shall submit invoices, which must reference the
provided contract number, either electronically or via mail (and must reference the provided
contract number on the invoice) to County of Fresno ISD, Accounts Payable, 333 W. Pontiac Way,
Clovis, CA 93612 or Accounts Payable (ISDBusinessOffice@FresnoCountyCA.gov). COUNTY
will pay CONTRACTOR within forty-five (45) days of receipt of an approved invoice, by mail
addressed to CONTRACTOR’s remittance address at 801 Barton Springs Rd, 9th Floor Austin TX
78704 .
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6.3 Partial Delivery of Services. If Services require delivery to multiple locations and
Services delivery is delayed definitely or indefinitely due to circumstances beyond the immediate
control of Licensor, as deemed in good faith by Licensor, Licensee shall pay such partial fees for
those portions of the Services which are not so delayed. Partial delivery of Services, in this manner,
shall not be deemed a material breach of this Agreement by Licensor.
7. Term and Termination.
7.1 Term. This Agreement shall become effective on the Effective Date for a term of
three (3) years, with the option of two (2), one (1) year extensions, upon written authorization from
the COUNTY’s Director of Internal Services or his/her designee, and the payment of annual SAAS
Subscription fees.
7.2 Termination. This Agreement may be terminated earlier in its entirety without
liability to the terminating party as follows:
7.3 (a) by Licensor upon fifteen (15) days written notice for failure to timely pay any
Service Fees, (b) by either party upon thirty (30) days written notice in the event the other party
materially breaches this Agreement, which breach is not cured within said thirty (30) days, (c) by
either party immediately upon notice upon the institution of any insolvency, bankruptcy or similar
proceeding by or against the other party including an assignment for the benefit of creditors, the
appointment of a receiver over assets, an attachment of assets lasting more than thirty (30) days, or
the other party ceases to conduct its business operations in the ordinary course of business, or (d)
in accordance with Section 7.6, herein. The parties’ rights and obligations under Sections 3, 4, 5,
6, 7, 8, 9, 10, 11, 12, 15 and 16 shall survive termination of this Agreement. Licensor may suspend
access to Licensee’s Customer Data or use of the Services upon breach of this Agreement by
Licensee prior to termination.
7.4 Effect of Termination. Upon termination of this Agreement for any reason, Licensee’s
right to access the Services (and Customer Data) and use the Licensed Programs immediately
ceases. Termination of this Agreement shall not relieve Licensee of its obligation to pay all Service
Fees owing under any Order Form or otherwise under this Agreement. If this Agreement is
terminated by reason of Licensee’s breach, Licensor shall have no obligation to maintain any
Customer Data. If this Agreement is terminated other than by reason of Licensee breach, Licensor
will make available to Licensee a file of the Customer Data in an appropriate format selected by
Licensor, as promptly is reasonably possible after such termination and at Licensee’s cost,
provided Licensee has complied with this Agreement and has paid in full all amounts owed to
Licensor under this Agreement. Licensee agrees that Licensor shall not be liable to Licensee or
any third party for any termination of the Services.
7.5 No Warranties. LICENSOR MAKES NO WARRANTIES REGARDING THE
SERVICES OR THE LICENSED PROGRAM PROVIDED HEREUNDER. LICENSEE
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ACKNOWLEDGES THAT LICENSOR’S SOLE OBLIGATION IS TO PROVIDE THE
SERVICES IN ACCORDANCE WITH SECTION 2 AND THE SCHEDULES REFERENCED
THEREIN. THEREFORE, THE SERVICES AND LICENSED PROGRAM ARE PROVIDED
AND ACCEPTED BY LICENSEE “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER.
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE
SPECIFICALLY EXCLUDED AND DISCLAIMED. LICENSOR DOES NOT WARRANT
THAT THE SERVICES OR THE LICENSED PROGRAM WILL MEET LICENSEE’S
REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, WILL BE ERROR-FREE,
COMPLETELY SECURE, OR THAT ALL FAILURES OF THE LICENSED PROGRAMS
WILL BE CORRECTED.
7.6 Non-Allocation of Funds
The terms of this Agreement, and the services to be provided thereunder, are contingent on the
approval of funds by the appropriating government agency. Should sufficient funds not be
allocated, the services provided may be modified, or this Agreement terminated, at any time
without penalty by giving Licensor thirty (30) days advance written notice.
8. Quality and Accuracy of Available Information. Licensee acknowledges that the
information available from the use of the Services, Licensor’s systems and/or through the
interconnecting networks may not be accurate. Licensor makes no representation or warranty of
any kind, either express or implied, regarding the quality, accuracy or validity of the data and/or
information available from or through use of the Services and such systems and networks. Use of
information obtained from or through Licensor's system and networks and the use of the Services
are at Licensee’s sole and absolute risk. LICENSOR SPECIFICALLY DISCLAIMS AND
DENIES ANY RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY OR QUALITY
OF THE SERVICES PROVIDED BY IT UNDER THE TERMS OF THIS AGREEMENT.
9. Infringement Indemnity. Licensor will defend, indemnify and hold Licensee harmless
from all damages, awards, and costs (including reasonable attorneys’ fees) to the extent resulting
from or arising out of any claim or action that alleges the Licensed Program directly infringes a
United States patent or copyright, or constitutes misappropriation of a third party trade secret;
provided, however, that Licensee promptly notifies Licensor in writing of such claim or action,
reasonably cooperates with Licensor in its defense or settlement, and Licensor has control of the
defense and all related settlement negotiations. In the event the Licensed Program becomes, or in
Licensor’s opinion are likely to become, the subject of any claim or action, then Licensor will use
commercially reasonable efforts at its sole option and expense, to (a) procure the right for Licensee
to continue using the Licensed Program, (b) replace or modify the Licensed Program so it becomes
non-infringing while remaining functionally equivalent, or (c) if option (a) or (b) is not reasonably
available in Licensor’s judgment, Licensor may terminate the Services and Licensor will issue a
refund of all fees paid by Licensee for the remaining unused balance of the Services period at the
time of termination. Licensor will have no liability for any claim or action based upon (a) the
combination, operation, or use of the Licensed Program with hardware, software, or other items
not supplied by Licensor, (b) any alteration of the Licensed Program by Licensee or a third party,
or (c) any modification of the Licensed Program made by Licensor pursuant to specifications,
requirements, or designs provided by Licensee.
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10. Limitation of Liability. LICENSOR SHALL NOT BE LIABLE TO LICENSEE, ITS
USERS, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR
CORRUPTION OF DATA, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR ANY
AND ALL OTHER SIMILAR DAMAGES OR LOSS WHETHER IN CONTRACT, TORT,
PRODUCT LIABILITY, OR OTHERWISE IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR THE USE OF THE SERVICES OR THE LICENSED PROGRAM
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
LICENSOR’S LIABILITY HEREUNDER TO LICENSEE OR A THIRD PARTY, FROM ANY
CAUSE OF ACTION WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE,
EXCEED THE AMOUNTS PAID TO LICENSOR FOR THE SERVICES HEREUNDER
GIVING RISE TO THE CLAIM IN THE TWELVE MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM. THIS IS LICENSEE’S SOLE
AND EXCLUSIVE REMEDY FOR A BREACH OF THIS AGREEMENT BY LICENSOR.
Licensor shall not be liable for any loss resulting from a cause over which Licensor does not have
direct control, including but not limited to failure of electronic or mechanical equipment or
communication lines; telephone or other interconnect problems; bugs, errors, configuration
problems or incompatibility of computer hardware or software; failure or unavailability of Internet
access; problems with Internet service providers or other equipment or services relating to
Licensee’s computer; problems with intermediate computer or communications networks or
facilities; problems with data transmission facilities, telephone or telephone service; or
unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Licensor
is not responsible for any unforeseeable damage to Licensee’s computer, software, modem,
telephone or other property resulting from Licensee’s use of the Services.
11. Confidentiality. Each party shall have access to information that is confidential to the other
party (“Confidential Information”) including but not limited to with respect to Licensor, the
Licensed Program and the Services, and with respect to Licensee, the Customer Data, and any
other information which is not otherwise readily available in the public domain and specifically
including all information marked “confidential”. The parties agree (i) not to make each other’s
Confidential Information available to any third party, (ii) not to use each other’s Confidential
Information except to perform this Agreement, (iii) to hold each other’s Confidential Information
in confidence during the term of this Agreement and thereafter, and (iv) no adequate remedy at
law exists for breach of this Section 11 and any such breach would cause irreparable harm to the
non-breaching party whom shall be entitled to seek immediate injunctive relief, in addition to
whatever remedies it has at law or otherwise. Either party may make such disclosures as may be
necessary by reason of legal, accounting or regulatory requirements beyond either party’s
reasonable control provided the disclosing party first provides the other party with sufficient notice
of such required disclosure so the other party has a reasonable amount of time to obtain a protective
order. Confidential Information shall not include information that (i) is in the public domain
through no act or omission of the other party, (ii) was in the other party’s lawful possession prior
to the disclosure, (iii) is lawfully disclosed to the other party by a third party without restriction on
disclosure, or (iv) is independently developed by the other party.
12. Title to Equipment. Unless otherwise specified on any Order Form, and in such case only
after payment in full of applicable fees as set forth in that Order Form, Licensor or its suppliers
shall retain the title to any and all equipment or other facilities utilized in connection with delivery
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of the Services (collectively the "Equipment"), and this Agreement shall not, and shall not be
deemed to, convey title to the Equipment to Licensee. LICENSEE ACKNOWLEDGES THAT
THE PRODUCTS ARE NOT MANUFACTURED BY LICENSOR. LICENSOR WILL EITHER
DELIVER THE MANUFACTURER’S WARRANTY DIRECTLY TO LICENSEE OR PASS
THROUGH THE MANUFACTURER’S WARRANTY TO LICENSEE DEPENDING UPON
THE APPLICABLE MANUFACTURER’S POLICY.
13. Force Majeure. If Licensor's performance of any obligation under this Agreement is
prevented, restricted or interfered with by causes including failure or malfunction of Licensee -
supplied equipment, disruptions of Internet protocol (“IP”) service through intermediate carriers
other than Licensor, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other
catastrophes, power failure, national emergencies, insurrections, riots, wars, strike, lockouts,
boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions
of any governmental authority, agency, instrumentality, or of any civil or military authority, then
Licensor shall be excused from such performance on a day-to-day basis during such restriction or
interference.
14. Notices. All notices required or permitted to be given hereunder shall be in writing and
deemed given (a) when personally delivered, (b) one (1) day after delivered to an overnight courier
guarantying next day delivery, or (c) three (3) days after deposited in the United States mail,
postage prepaid, sent certified or registered. All notices shall be addressed to the parties at the
addresses specified above or to such other address as hereafter designated in writing by the
applicable party in the manner provided in this Section 14 for the giving of notices.
15. General Provisions.
15.1 Entire Agreement. This Agreement, together with the attached Schedules,
constitutes the entire understanding and agreement between Licensee and Licensor with respect to
the subject matter hereof and supersedes all proposals and prior agreements and understandings,
oral or written, and any other communications between the parties regarding this subject matter.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto (and their respective successors, legal representatives and permitted assigns) any
rights, remedies, liabilities or obligations under or by reason of this Agreement.
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15.2 Assignment; Subcontract. No part of this Agreement may be assigned without the
prior written consent of the other party except either party may assign this Agreement without
prior written consent in the event of a merger, a reorganization, a sale of all or substantially all of
its assets or a similar event. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors, legal representatives and permitted assigns.
15.3 No Amendment or Waiver. No provision of this Agreement will be deemed
waived, amended or modified unless made in writing and signed by both parties. No waiver of
rights shall constitute a subsequent waiver of any rights whatsoever. The failure of either party to
enforce any provision hereof shall not constitute the permanent waiver of such provision.
15.4 Severability. The provisions of this Agreement are severable and any provision
determined to be void or unenforceable shall be ineffective to the extent of such invalidity only,
without in any way affecting the remaining parts of this Agreement and such invalid provision
shall be replaced with an enforceable provision which achieves to the greatest extent possible the
parties’ original intent.
15.5 Remedies. No remedy conferred by any of the specific provisions of the Agreement
is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative
and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or
in equity or by statute or otherwise. The election of any one or more remedies by either party shall
not constitute a waiver of the right to pursue other available remedies.
15.6 Execution and Counterparts. This Agreement may be executed in writing in
counterparts or the terms and conditions accepted electronically by the parties in counterparts,
which in either case taken together shall constitute one legal instrument. .
15.7 Governing Law. This Agreement shall be governed by the State of Delaware
without regard to conflicts of law principles.
15.8 Publicity. Licensee hereby authorizes and permits Licensor to use Licensee’s name
in customer lists and other promotional materials naming Licensee as a customer of Licensor and a
user of the Services.
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Schedule A
Services Level Agreement
This Schedule is part of the “Limited Use License Agreement” (the “Agreement”) entered into by
and between Licensor and Licensee as such terms are defined in the Agreement. Licensor reserves
the right to make reasonable modifications to this policy at any time by emailing a new version of
this document to Licensee at http://www.smartspaceplc.com Revisions are effective immediately.
Licensor’s Services Level Agreement (“SLA”) is to provide the Licensee with uninterrupted
access to the purchased Services 99.5% of the time.
Monthly Uptime: Monthly Uptime means the percentage calculated as 100% less the ratio of total
Unscheduled Downtime in a given calendar month to the total number of hours in that month,
rounded to the nearest one-tenth percent (0.1%). For example, if total Unscheduled Downtime is
1.5 hours during a given calendar month, and total number of hours in that month is 744, the
Monthly Uptime would be 99.5% (100% - (1.5 / 744)).
Unscheduled Downtime: Unscheduled Downtime is defined as a period of time where the
Services are unavailable to the Licensee. Unscheduled Downtime does not include periods where
the Services is unavailable to the Licensee as a result of: (a) Scheduled Maintenance, (b)
interruptions caused by the negligence, error or omission of Licensee or others authorized by
Licensee to use or modify the Services, (c) Licensee’s applications, equipment, or facilities
including Licensee premise wiring, (d) acts or omissions of Licensee, or any use of the Services
authorized by Licensee, (e) reasons of Force Majeure (as defined in the Agreement), (f)
interruptions from Licensee’s use of Services in violation of the Licensor’s Acceptable Use Policy
(Schedule C), (g) interruptions resulting from a Licensor disconnect for non-payment, (h) problems
in the Licensed Program application that do not preclude use of primary application functions, (i)
interruptions during any period when Licensee has released Services to Licensor for maintenance
or rearrangement purpose, or for the installation of a Licensee service order; and/or
(j) interruptions during any period when Licensee elects not to release the Services(s) for testing
and/or repair and continues to use the Services on an impaired basis. Unscheduled Downtime is
from the time Services unavailability is reported to Licensor to the time that Services availability
is restored.
Scheduled Maintenance: Scheduled Maintenance shall mean any maintenance performed by
Licensor or its Partners (a) for which Licensee is notified 48 hours in advance, or (b) that is
performed during a standard maintenance window outside North American standard business
hours (Mondays-Fridays 6AM – 8PM US Central Standard Time). Notice of Scheduled
Maintenance will be provided to Licensee's designated point of contact by email. Licensee agrees
that it is Licensee’s obligation to make sure Licensor has correct contact information for Scheduled
Maintenance notification purposes.
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Schedule B
Hosting Infrastructure
This Schedule is part of the “Limited Use License Agreement” (the “Agreement”) entered into by
and between Licensor and Licensee as such terms are defined in the Agreement. Licensor reserves
the right to update the hosting infrastructure at any time. Licensor or its partners will deliver
Services via the Licensor hosting infrastructure, which is designed to provide commercially
reasonable levels of security and availability.
Data Security
1. Application security ensures complete segregation and privacy of customer data.
2. Licensee owns their data; Licensor will provide Microsoft SQL Server formatted backups
upon request for a nominal fee.
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Schedule C
Acceptable Use Policy
This Schedule is part of the “Limited Use License Agreement” (the “Agreement”) entered into by
and between Licensor and Licensee as such terms are defined in the Agreement.
This Acceptable Use Policy ("Policy") outlines unacceptable uses of the Services. Licensor may
make reasonable modifications to this Policy from time to time by posting a new version of this
document on the Licensor’s web site www.smartspcaeplc.com Revisions are effective immediately
upon posting. Questions about this Policy (e.g., whether any contemplated use is permitted) and
reports of violations of this Policy should be directed to inquires@smartspaceplc.com
The Policy:
Licensee agrees to use the Services in accordance with all applicable local, state and federal laws,
and this Policy which shall specifically include, as determined by Licensor in its reasonable
judgment, NOT using the Services to:
(i) conduct any business or activity or solicit the performance of any activity that is
prohibited by law, tortuous, or interferes upon the use of Licensor’s system by other
licensees and customers.
(ii) disseminate, display, send, transmit or receive any material that, to a reasonable
person may be abusive, obscene, pornographic, defamatory, harassing, grossly
offensive, vulgar, threatening, malicious, or violent, regardless of whether the
material or its dissemination is unlawful;
(iii) disseminate or transmit unsolicited messages, chain letters or unsolicited
commercial email including unintended sending of unsolicited commercial email
due to unauthorized access to Licensee’s use of the Services, whether or not the
recipient wishes to receive such mailings;
(iv) access, send, receive, display, disclose, or store any content in violation of any
copyright, right of publicity, patent, trademark, service mark, trade name, trade
secret or other intellectual property right or in violation of any applicable
agreement, or without authorization;
(v) create a false identity or to otherwise attempt to mislead any person as to the
identity, source or origin of any communication;
(vi) export, re-export or permit downloading of any message or content in violation of
any export or import law, regulation or restriction of the United States and its
agencies or authorities, or without all required approvals, licenses and/or
exemptions;
13
(vii) interfere, disrupt or attempt to gain unauthorized access to any computer system,
server, network or account for which Licensee does not have authorization to access
or at a level exceeding Licensee’s authorization;
(viii) disseminate or transmit any virus, worms, trojan horse or other malicious, harmful
or disabling data, work, code or program;
(ix) engage in any other activity deemed by Licensor to be in conflict with the sp irit or
intent of the Agreement or any Licensor policy as examples listed in this Policy are
not exhaustive.
Failure to Comply:
Failure to comply with this Policy in Licensor’s reasonable judgment may result in the immediate
termination of Services, responding to law enforcement requests, or any other action deemed
necessary by Licensor in order to protect its network, customer relationships, and commitment to
the highest possible quality of service. Licensor will cooperate with law enforcement in cases
where the Services are being used for any suspected illegal activity.
Reporting Violations:
Violations of this Policy are unethical and may be deemed criminal offenses. Licensee shall report
to Licensor any information Licensee may have concerning instances in which this Policy has been
or is being violated. Licensor may at any time initiate an investigation of any use of the Services
for compliance with this Policy and Licensee agrees to cooperate.
Malicious Activity:
Intended: Attempts to exploit other devices or services on and off the Licensor’s hosted service
without the permission or implied permission of that party are not permitted. Violations of system
or network security may result in criminal and civil liability. Licensor will cooperate with law
enforcement if a criminal violation is suspected. Licensor will limit any traffic from the offending
device or network immediately.
Unintended: Licensor will notify Licensee of an exploited device being used for potential
malicious activity. If the activity is causing severe damage or strain to other devices or networks,
Licensor will limit traffic to and from that device immediately. Otherwise Licensor will notify
Licensee and give a reasonable amount of time to secure the device before limiting traffic to and
from that device.
Basepoint Business & Innovations Centre 110 Butterfield, Great Marlings, Luton, LU2 8DL 1
T: +44 (0) 845 0945 686 W:
Commercial in Confidence
SCOPE OF WORK: SINGAPORE PILOTS “ PROJECT SMART SPACE ” PILOT STANExhibit 4DARD CHARTERED BANK VERSION 1. 2
,
/ http://www.smartspaceplc.com
County of Fresno – Pontiac Way
SCOPE OF WORKS – SmartSpace Workplace ‘Pontiac Way’ PROJECT
June 2019
VERSION 1.0
Exhibit 4
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 2
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
STATEMENT OF WORK
Setup and Configuration of SmartSpace Workplace Platform for Customer
SOW START DATE: July 9, 2019
Quote Ref:
Job Ref:
PO Ref:
This Statement of Work (“SOW”) is issued subject to the Limited Use Software License
Agreement (“Agreement”) between County of Fresno (“Customer”), located at 333 W.
Pontiac Way, Clovis, CA 93612, and SmartSpace USA Inc., whose principle place of
business is 801 Barton Springs Rd, 9th Floor, Austin, TX, a SmartSpace Software Plc
Company, (“SmartSpace”) dated July 9, 2019.
All capitalised terms used in this SoW that are not defined herein, shall have the same
meaning as in the Agreement.
1. BACKGROUND
Customer has selected SmartSpace’s workplace management platform to provide an
improved colleague experience at its Hamilton Avenue Offices, and to provide the
following features:
• Enable end users and administrators to schedule, track and control:
o Meeting rooms
o Desks; and
o Visitor management
• Management of bookable resources through business rules and employee
permissions;
• Enable booking and processing of related catering; and
• Enable booking of audio/visual services.
Purpose
The primary objective of this document is to provide a clear understanding of the services
that are to be performed by SmartSpace. Services should commence within 30 days of
executing this SOW .
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 3
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
2. SCOPE OF WORK
SmartSpace agrees to provide the following Services to Customer:
1.1 Implementation of the core SmartSpace Workplace platform and application
provision at Hamilton Avenue, to include:
(a) SmartSpace Meetings
(i) Ordering advances services: catering; audio visual;
(b) SmartSpace Desk
(c) SmartSpace Visitors
(d) SmartSpace Events
(e) SmartSpace Calendar Add-in
(f) SmartSpace Mobile:
(i) Wayfinding
(ii) SmartSpace Desks
(iii) SmartSpace Meetings
1.2 Provision of the following Hardware at Hamilton Avenue, to include:
(a) Conference Room Panels
The panel will allow users to view the room status, book meeting room,
finish and extended meetings if required.
Specification of the meeting room panels:
TECHNICAL INFO
Display 8-inch capacitive touch with anti-fingerprint treatment
Wi-Fi • 802.11 a/b/g/n
Ethernet
• RJ-45, 10/100/1000 Mbit
• PoE & PoE +
• IEEE 802.3af
RFID
• 13.56 MHz reader
• ISO/IEC 14443A/B
• Supports MIFARE 4K/1K card (does not support ISO/IEC 15693 or MIFARE
Ultralight C)
Power • Power over Ethernet (PoE), or
• 12V AC/DC power adapter (accessory)
Sensors • Proximity sensor
• Ambient light sensor
Mounting • Mounting options for both standard and glass walls
• 5-way cable exit option for easy and neat installation
Other • 3-way indirect light aura to make room status visible already from a distance
• Remote management with multi-site support
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 4
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
• Real-time monitoring & statistics
COMPATIBLE PLATFORMS
• Microsoft Office 365
• Microsoft Exchange 2016
• Microsoft Exchange 2013
Assumptions
1.3 This SOW and the corresponding Charges have been based on the following
Assumptions:
(a) Customer shall be responsible for the overall program management of the
Project;
(b) Customer shall assign a Project Manager as the single point of contact for
the Project;
(c) Customer shall supply any graphics or images required for the Project in a
suitable format, either .JPG, .GIF or another format agreed between the
parties;
(d) Where integration is required with the Customer’s back -end systems, the
Customer’s IT team will provide all required information and data files to
SmartSpace and, where appropriate, will follow configuration guidelines
and instructions given by SmartSpace;
(e) Customer shall ensure that required personnel and resources are available
in line with agreed project plan, and shall advise SmartSpace if there is any
change to availability;
(f) Customer shall be responsible for all end user training which will be carried
out by Customer’s administrator users;
(g) Customer’s administrator users shall be the first point of contact for all user
enquiries during the Project;
(h) All Services shall be delivered remotely unless expressly agreed to be on
site as specified in the project plan;
(i) Customer, where authorised in line with the Customer’s security policy,
shall provide SmartSpace with remote access through VPN connection.
Where Customer is unable to provide such remote access, Customer shall
provide web conferencing facilities at Customer’s cost which allow for
Customer personnel to share desktops with SmartSpace personnel;
(j) There is no development work being completed as part of this Project. All
Services to be provided are based on product features and functionality
available as part of SmartSpace’s Workplace solution, and are configured
for use by the Customer;
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 5
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
(k) The Customer shall keep all physical assets in the same formation following
mapping, and if any changes are required the Customer shall notify
SmartSpace to ensure that any changes do not impact the recording and
reporting functionality. If the changes impact recording and/or reporting,
additional charges may be incurred at the rates given in the rate card to
rectify;
(l) Integration between SmartSpace Workplace Outlook Plug-in will be
through Outlook Exchange;
(m) All configuration shall be undertaken by Customer with support from
SmartSpace provided through training and mentoring;
(n) All training sessions are to be provided via the web using web conferencing;
and
(o) A number of training sessions in resource administration are provided
under this SOW and are detailed in the high-level project plan. Additional
training days can be purchased if required.
Dependencies
1.4 The following are dependencies for the Project, if the Customer is unable to fulfil,
either partially or fully, the dependencies the timelines for the Project may be
impacted and additional Charges may be incurred:
(a) Map creation to be based on Customer-provided assets:
(i) All mapping files to be provided in a suitable format to be agreed
between SmartSpace and Customer;
(ii) DWFX files for each floor to be mapped, required to be provided by
Customer must include machine readable text fields and layer
information; and
(iii) All site information, including meeting room names,
neighbourhoods/zones, building names to be submitted by
Customer in a template to be provided by SmartSpace.
(b) Customer shall attend all planned reviews and meetings; failure to attend
may result in project dates being pushed back;
(c) Customer shall ensure a member of their IT personnel is available for the
project to provide on-site technical activities relating to the Customer’s
systems and software;
(d) Customer will be provided with a spreadsheet for data capture and this
must be completed prior to the System Rules Workshop taking place;
(e) Customer shall provide access to their Microsoft Exchange platform for
connection to the supplied Hardware and Services;
(f) Customer shall ensure that all mobile devices intended to use SmartSpace
Mobile shall run either Android 8.0 or later; or iOS 10.0 or l ater; and have
Bluetooth version 5.0 or above functionality;
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 6
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
(g) Customer shall ensure the panels have appropriate power and connected
to the network. Customer shall inform SmartSpace once completed to
schedule installation.
1.5 The Customer should notify SmartSpace as soon as they became aware of an
issue relating to a dependency or assumption for the parties to resolve through the
agreed project governance.
Deliverables
In-Scope:
1.6 SmartSpace shall provide the following Deliverables and Services:
(a) Project Plan following Kick-Off meeting
(b) Custom configuration of system rules
(c) Super-user training agenda
(d) Admin user training agenda
Out of Scope:
1.7 The following professional services are out of scope for this Project:
(a) Data migration
SmartSpace Workplace comes with the ability to upload a spreadsheet of
resources, users and resource reservations (not including associated
services). Should formal data migration be requested, a copy of the existing
database or API will be required for an estimate to be carried out. Data
mapping will be carried out and, once completed SmartSpace will import
the data into SmartSpace Workplace.
The success of the conversion is contingent on Customer providing correct
data for the conversion process. Data required to fully utilize the
SmartSpace Workplace solution will have to be entered manually if it is not
available in an electronic format.
(b) Custom development
SmartSpace’s Application Programming Interface (“API”) can be a powerful
tool in developing integrations with 3rd party solutions. The API can be
provided to clients to carry out their own integration or this can be
undertaken by SmartSpace engineers. Scoping is required.
(c) Custom training material
SmartSpace can provide custom reference guides and manuals. Tutorial
videos can also be created which are intended to be no longer than 5
minutes and which can be uploaded to Customer’s intranet for employees
to view.
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 7
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
(d) End user training
In-scope training is provided on a “train the trainer” basis. However,
SmartSpace Project Managers can also be made available to train
Customer’s end users.
(e) Custom reports
SmartSpace Workplace solution comes with a wealth of standard reporting
which is available to all clients. However, on occasion, there are specific
reporting requirements and custom reports can be created.
(f) Federated Single Sign-On
When Single Sign On beyond basic Active Directory / L DAP integration is
required, the full requirements will need to be understood and analyzed.
1.8 The supply and provision of the following hardware is out of scope for this Project:
(a) iPad
If the Customer opts to purchase hardware the following models are
supported for SmartSpace Visitors, which must be capable of running iOS
10 or later:
(i) iPad Air
(ii) iPad Air 2
(iii) iPad (2017) 9.7 - inch
(iv) iPad Pro 10.5 - inch
(v) iPad Pro 12.9 - inch
(b) iPad Stand
If the Customer opts to purchase hardware, SmartSpace recommend the
following as options:
(i) https://hecklerdesign.com/
(ii) https://www.bosstab.com/tablet-stands/
(c) Label printer for visitor passes
If the Customer opts to purchase hardware the following models are
supported for SmartSpace Visitors:
(i) Brother QL-820NWB
(ii) Brother QL-810W
(iii) Brother QL-710W
(iv) Brother QL-720NW
Project Approach
SmartSpace follow a comprehensive implementation model which is a hybrid of PRINCE2
using the sequential nature and stage management principles and an agile delivery
method to allow for flexibility during the technical phases.
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 8
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
The SmartSpace implementation methodology has 5 key phases. These phases will move
you seamlessly from sales handover throughout the deployment and transition you to
client services and support:
1 Initiation
W e will define the project objectives, goals,
scope and confirm the governance with you that
will be used throughout the project.
2 Requirements
Gathering
W e will workshop the user journeys with you to
ensure we understand your configuration
requirements.
3 Deployment W e will configure all elements of the platform as
per the requirements captured.
4 User Acceptance
Testing
W e will support you through testing the end to
end process in order to sign off ready for go live.
5 Go Live
W e will deploy the solution to all users and
handover to our client services and support
teams.
The Project Initiation Document (“PID”) will provide an escalation process for any issues
that may arise which cannot be resolved by the immediate project team, which will include
contact details for the Executive Sponsor allocated to the Project.
SmartSpace shall obtain sign-off at the end of each Project phase, all key agreed
milestones and deliverables as specified in the PID. Sign-off at the end of each phase
shall be in the format provided in the Project Plan.
High Level Project Outline
The below table provides a high-level outline of the project, including indicative durations
for each phase of the Project. These durations are based on average timings for
deployment and configuration and will vary based on the size of your estate and your
requirements.
A detailed Project Plan will be produced during the Initiation phase which shall include the
applicable durations for your Project and outline any Dependencies which may impact the
timeline for your Project.
Phase Task Description SmartSpace Customer
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 9
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
Initiation
Sales
Handover
The sales handover
meeting will ensure that
all information is handed
over to the project team
to start planning the
implementation
X
Teams and
Resources
Project team will be
established, and
resources required
secured.
X
Kick Off
Meeting
Meeting to be conducted
via web conference W e
will define all project
governance of how the
project will be controlled
and managed.
X X
Requirements
Gathering
Workshops
User stories will be
workshopped to define
the requirements for the
implementation
consultant to configure
the solution.
X X
Data
Prerequisites
Data templates will be
provided to ensure we
have the correct
information ready for
import. These templates
will be discussed with
you to ensure you
understand how to
complete them.
X X
Sign Off
Documentation created
from the workshops will
be required to be signed
off by the project
sponsor and will be used
to configure, test and
control the project scope
X
Deployment
Data Import
The data will be
imported using the
completed templates
and verified.
X
System Rules
Workshop
SmartSpace
implementation
consultants will assist
and guide Customer with
the setup of all
X X
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 10
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
configurable system
rules within the platform .
Together we will assure
that they are set up as
required by Customer.
The workshop will be
conducted remotely via
an online meeting.
During the workshop,
administration expertise
will be transferred to
Customer who will be
responsible for the
actual configuration of
the system.
Configuration
The platform will be
configured as per the
agreed specification and
tested to ensure quality
assured.
X
Solution
Presentation
Once the solution has
passed QA the project
team will present the
solution to you ready for
you to start UAT
X X
User
Acceptance
Testing
Super User
Training
The project team will
train super users on
elements of the platform
to complete UAT and to
enable them to train all
users. The training will
be conducted in two
one-hour sessions.
X X
Admin Training
Admin training will cover
the core functionality of
the platform. Training is
to be conducted via an
online meeting. The
training will be
conducted in two to four-
hour sessions.
X X
UAT
UAT scripts and test
plan will have been
created by you during
the earlier phases. Full
end to end platform test
will be required and
X X
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 11
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
issues/change requests
will be documented and
triaged.
Issue
Resolution
All issues/change
requests will be
reviewed, and
resolutions discussed
with you. Following
these changes
regressions testing will
be required before
formal sign off of the
solution ready for go live.
X
Go Live
Live
Deployment
All elements of the
platform will be provided
ready to deploy to all
users. The project team
will be on hand to ensure
a smooth transition to
live.
X X
Support &
Client Services
Handover
Support and Client
Managers will be
involved in the project
during UAT phase and
this will be the formal
handover as you move
into BAU.
X
Project Review
Following go live a
project review meeting
will take place where we
will discuss project
success against the
objectives and goals.
X X
On sign-off the relationship will hand-over to the SmartSpace Client Services team which
includes Support, Client Relationship and Change Management. Your assigned Project
resource will remain in contact for an agreed aftercare period.
Project Initiation Document & Project Plan
A Project Plan shall be developed which will provide the granular detail for the phases and
task listed above. The Project Plan will provide detail of tasks to be undertaken by the
Customer as well as the expected timeline for these tasks.
Any specific success criteria shall be agreed between the parties and captured in the PID.
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 12
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
SmartSpace Project Team
1.9 Your SmartSpace Project Team will include the following:
Role Responsibilities
Project Manager Your assigned project manager will be your main
point of contact throughout the project lifecycle.
Their main responsibilities will include project
planning, governance, updates and risk/issue
management. The project manager is responsible
for completing a review of the project with you
during the go live phase to ensure that the success
criteria has been achieved.
Project Coordinator Your project coordinator will be supporting the
project by ensuring all prerequisites and project
tasks are completed on time and updating the
project manager accordingly.
Implementation
Consultant
Your implementation consultant will provide the
technical skills required to complete the
deployment and configuration of the platform. They
will also provide support throughout the UAT and
go live phases.
Executive Sponsor The Executive Sponsor will provide assurance and
will act as an escalation point for resolution of any
disputes in relation to this SOW.
The PID shall name the individuals who will make up the Project Team.
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 13
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
3. CHARGES
1.10 Capital Charges for Deliverables included within this document
Setup and configuration of SmartSpace Workplace platform at Hamilton
Avenue, TX, United States
Planning (PS-SS-ONDEMAND-PLAN) $9,600
Deployment (PS-SS-ONDEMAND-DEPLOY) $4,800
Acceptance (PS-SS-ONDEMAND-ACCEPT) $1,600
TOTAL: $16,000
1.11 Invoices will be submitted to Customer according to the following schedule
(a) 75% of total charges payable on confirmation of order
(b) 25% of total charges payable following sign-off of Go Live.
Out of Pocket Expenses (“OPE”)
(a) OPE refers to any international travel and expense incurred by SmartSpace
Staff outside United Kingdom. All such expenses must be approved by the
Customer Project Manager prior to SmartSpace Staff’s travel to Customer’s
premises.
(b) The OPE when charged to Customer will be based on actual expenses
incurred. Any increase in OPE must be approved by the Customer Project
Manager.
(c) All OPE must be separately itemised in invoices submitted to Customer and
receipts for such OPE shall be appended to such invoices no later than 30
days from the date on which they were incurred and paid by SmartSpace.
OPE shall be charged to Customer on a pass-through cost basis.
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 14
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
4. GENERAL TERMS
Customer and SmartSpace hereby acknowledge and agree that:
(a) each of them has read this SoW and understand its contents;
(b) upon the signature of this SoW by each party’s duly authorised
representative as set out below (who may or may not be the Representative
set out above), each of them will be bound its terms and conditions;
(c) payment terms are (45) days from the invoice date;
(d) Customer has the right to determine whether to use or refrain from using
any recommendations made by SmartSpace;
(e) SmartSpace and Customer will commit the necessary resources and
management involvement to support the Project and perform the agreed
scope, deliverables, acceptance, and other obligations identified in this
Statement of Work in a timely and complete manner;
(f) Customer will have no obligation to pay for, and SmartSpace will have no
obligation to perform, Services which are not outside the scope of this
SOW , unless otherwise agreed in writing between the parties and signed
by the duly authorised representatives of both parties;
(g) this SoW is incorporated into the Agreement in relation to the provision of
the Services and/or Deliverables described in this SoW, on the provisions
of this SoW and of the Agreement (which are deemed to be incorporated
by reference into and to form an integral part of this SoW);
(h) this SoW, the Agreement and any other referenced document within this
SoW and/or the Agreement (when read together) comprise the complete
and exclusive statement of the agreement between Customer and
SmartSpace, superseding all proposals or prior agreements, oral and
written, and all other communications between the parties relating to the
subject matter thereof;
(i) In the event and to the extent of an inconsistency between the provisions
of this SoW and the Agreement, the provisions of the Agreement shall
prevail unless the provisions of this SoW specifically and expressly modify
and/or supersede the provisions of the Agreement. For the avoidance of
doubt, such modification or superseding shall apply only to:
(j) The particular engagement to which this SoW relates: and the Services
and/or Deliverables provided under this SoW, and not to any other Services
and/or Deliverables or any other SoW.
SCOPE OF WORK: SmartSpace Workplace ‘Hamilton Avenue’ PROJECT”
County of Fresno VERSION 1.0
801 Barton Springs Rd, 9th Floor, Austin, TX 15
T: +1 512-642 5082 W: http://www.smartspaceplc.com/
Commercial in Confidence
IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be
signed by their duly authorized representatives:
For and on behalf of
County of Fresno
__________________________________
Name:
Title:
Date:
For and on behalf of
SmartSpace USA Inc
_________________________________
Name:
Title:
Date:
Basepoint Business & Innovations Centre,110 Butterfield, Great Marlings, Luton, LU2 8DL 16
T: +44 (0) 845 0945 686 W: http://www.smartspaceplc.com/
Commercial in Confidence
SCOPE OF WORK: SINGAPORE PILOTS “ PROJECT SMART SPACE ” PILOT STANDARD CHARTERED BANK VERSION 1. 2