13-211 Resolution No. 13-211
RESOLUTION
AUTHORIZING EXECUTION OF A SUBSCRIPTION AGREEMENT
WITH BASICGOV SYSTEMS, INC. FOR
CODE ENFORCEMENT AND INSPECTION, PERMITTING
AND BUSINESS LICENSING SOFTWARE
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a
Subscription Agreement on behalf of the City of Elgin with BasicGov Systems, Inc. for code
enforcement and inspection, permitting and business licensing software, a copy of which is
attached hereto and made a part hereof by reference.
s/ David J. Kaptain
David J. Kaptain, Mayor
Presented: December 18, 2013
Adopted: December 18, 2013
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
BASICGOV Areement
BASICGOV'" SUBSCRIPTION AGREEMENT
This Subscription Agreement effective the Effective Date indicated below is made by and between BasicGov Systems, Inc, a corporation of Vancouver,
British Columbia, Canada ("BasicGov") and the City of Elgin, Illinois, a municipal corporation (the "Customer") (collectively the "Parties" and each a
"Party"). For valuable consideration,the sufficiency of which each of the Parties acknowledges,THE PARTIES HEREBY COVENANT AND AGREE AS FOLLOWS:
2.4. Orders: Each time Customer wishes to request additional
1. INTRODUCTION BASICGOV Services and Optional Services (collectively, the "Services")
1.1. BasicGov— ("BASICGOV") is BasicGov's proprietary, modular, web- from BasicGov, Customer will sign and deliver to BasicGov a completed
based software solution for municipalities, accessible through the Apex Order in the form prescribed by BasicGov. An Order submitted by
Platform— online platform (the "Apex Platform") operated by Customer will not be binding on BasicGov unless and until BasicGov
Salesforce.com Inc.("Salesforce.com"). accepts the Order in writing. BasicGov may in its discretion refuse to
1.2. The details of Customer's access to and use of BASICGOV, including accept any Order.
the number of authorized Users(defined in paragraph 4.1),will be specified 2.5. Technical Support. BasicGov will provide technical support in
in written order forms signed by the Parties from time to time (each an accordance with Exhibit C which is attached hereto and made a part
"Order"), which are and shall be governed by and form part of this hereof. Customer will ensure that all requests for technical support
Agreement. regarding the Services and the Apex Platform are directed to BASICGOV
1.3. Customer's access to and use of BASICGOV and the Apex Platform only, and not to Salesforce.com. ANY REQUEST FOR TECHNICAL
are governed by this Agreement and a separate agreement between SUPPORT MADE BY CUSTOMER OR ANY USERS TO
Customer and Salesforce.com, the Salesforce.com End User Subscription SALESFORCE.COM MAY BE SUBJECT TO AN ADDITIONAL FEE
Agreement, attached as Exhibit "A" to this Agreement (the "SFDC PAYABLE BY CUSTOMER TO SALESFORCE.COM.
Agreement"). By signing this Agreement, Customer acknowledges and 3. CUSTOMER DATA
signifies to BasicGov and Salesforce.com that Customer has understood, 3.1. Ownership of Customer Data: BasicGov will not acquire any right,
and agreed to the Salesforce.com End User Subscription Agreement. If
title to, interest in, to or associated with the data provided by Customer or
there is any inconsistency or conflict between this Agreement and the
created by Customer customers using the Services
SFDC Agreement, then this Agreement will take priority and govern Customers
regarding Customer's access to and use of BASICGOV and the (collectively,the"Customer Data").
relationship between Customer and BasicGov, and the SFDC Agreement 3.2. Storage/Return of Customer Data: Customer Data is stored by
will take priority and govern regarding Customer's access to and use of the Salesforce.com in the Apex Platform, and is subject to the SFDC
Apex Platform and the relationship between Customer and Salesforce.com. Agreement. At any time upon request by Customer during the Term and
within thirty(30)days after the end of the Term, BasicGov will request that
2. TERM AND SERVICES Salesforce.com return all Customer Data in the Apex Platform to Customer
2.1. Term of Agreement and Orders: The initial term of this Agreement in accordance with the SFDC Agreement. BasicGov and Salesforce.com
is November 1,2013 through October 31,2014(the"Initial Term"), unless will not delete any Customer Data prior to ninety(90)days after the end of
terminated earlier by either Party pursuant to this Agreement. Unless the Term. Salesforce.com is not responsible for the privacy, security or
expressly stated otherwise in an Order, this Agreement will automatically integrity of Customer Data that is transmitted outside the Apex Platform.
renew for additional one-year periods (each a "Renewal Term"), unless 3.3. Consent and License re Customer Data: Certain Services may
terminated earlier pursuant to this Agreement or unless either Party gives require that BasicGov and Salesforce.com access, use, process and
notice of non-renewal to the other Party by no later than thirty (30) days transmit Customer Data, and certain BASICGOV modules or additional
before the end of the Initial Term or the then-current Renewal Term. For functionalities (including data integration with Customer's systems) may
purposes of this Agreement, the Initial Term and all Renewal Terms are result in Customer Data being transmitted from the Apex Platform to other
referred to collectively as the "Term". The term of each Order will computer systems. Customer authorizes and consents to such use of
commence on the effective date specified on the Order and expire on the Customer Data by BasicGov and Salesforce.com, and hereby grants to
expiration date specified in the Order, unless terminated earlier pursuant to BasicGov and Salesforce.com a non-exclusive, royalty free, world-wide
this Agreement or the terms of the Order. Each Order will automatically right and license during the Term to access, copy, process and otherwise
renew for additional one-year periods, unless: (a) the Order is terminated use Customer Data as may be required to provide the Services and
earlier pursuant to this Agreement; (b)either Party gives notice of non- perform BasicGov's obligations under this Agreement.
renewal to the other Party by no later than thirty(30)days before the end of 3.4. Disclaimer: USE OF CUSTOMER DATA IS AT CUSTOMER'S OWN RISK.
the then-current term of the Order; or(c)the Order expressly states that it BASICGOV DOES NOT HAVE FULL CONTROL OVER CUSTOMER DATA,AND IS NOT
will not automatically renew. Unless otherwise stated an Order,the per- RESPONSIBLE OR LIABLE FOR SALESFORCE.COM'S STORAGE OF CUSTOMER
unit pricing during any renewal term shall be the same as that during the DATA OR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OF OR
of a pricing increase at least 60 0 days before the end of such prior term, in
immediately prior term unless ayov has given Customer written notice FAILURE TO STORE ANY CUSTOMER DATA BY CUSTOMER OR SALESFORCE.COM.
which case the pricing increase shall be effective upon renewal and 4. AUTHORIZED USERS
thereafter. Any such pricing increase shall not exceed 3% of the per unit 4.1. Users: Customer will access and use the Services only through
pricing in the immediately prior subscription term,unless the pricing in such Customer's authorized representatives (each a "User") with a valid and
prior term was designated in the relevant Order Form as promotional or subsisting account (each an "Account") and usemame and password
one-time. issued by or on behalf of BasicGov(collectively, "Codes"). Customer will
2.2. BASICGOV Services: Subject to the provisions of this Agreement appoint and authorize one or more Users (each an "Administrator") to
and the SFDC Agreement, BasicGov hereby grants to Customer a non- appoint other Users and administer Customer's use of the Services.
exclusive, non-transferable, limited license during the Term to access and Customer will not authorize more Users than the number of Users specked
use through the Apex Platform: (a)the BASICGOV modules specked in in valid and subsisting Orders. A User whose employment has been
valid and subsisting Orders and further described in Exhibit B which is terminated by Customer or who will otherwise no longer use the Service
attached hereto and made a part hereof; and (b)online training and may be replaced with a new User. Customer is fully responsible and liable
technical support materials for those BASICGOV modules(collectively,the for, and bears all risks relating to, all use of the Services by Users and all
"BASICGOV Services"). acts or omissions by Users, and will ensure that all Users comply with the
2.3. Optional Services: BasicGov will provide optional services to or for terms of this Agreement and the SFDC Agreement.
the benefit of Customer (the "Optional Services"), as specified in 4.2. Registration/Changes: BasicGov may refuse to register any
applicable Orders. Unless otherwise agreed in writing by the Parties, individual as a User, and may, acting reasonably, restrict or suspend (in
Optional Services will be provided only during the Term and subject to this whole or in part)the permission granted to any User to access and use the
Agreement and such additional terms and conditions(including payment of Services. A User's permission to access or use the Services will
additional fees)as agreed in writing by the Parties.
automatically be terminated if Salesforce.com suspends or terminates the 5.7. Payment Disputes: Customer may withhold payment of any amount
User's permission to access or use the Apex Platform. invoiced by BasicGov(or any portion thereof)that Customer in good faith
4.3. Accounts/Codes: Accounts and Codes are speck to the User for disputes as due or owing. The failure of Customer to pay a disputed
whom they are issued, and may not be shared with any other person. invoice, or to pay the disputed portion of an invoice, shall not constitute a
Customer will ensure that all Users are notified that they must keep their breach or default by Customer hereunder, nor will A relieve BasicGov of its
Codes secure and confidential at all times and not permit any other person obligations to provide the Services while the disputed amount is being
to use their Account or Codes, and immediately notify BasicGov if they resolved. BasicGov shall not exercise its rights under the"Suspension of
know or suspect that any Account or Code has become known to or used Service" section above if Customer is disputing the applicable charges
by any unauthorized person. Customer is fully responsible and liable for reasonably and in good faith and is cooperating to resolve the dispute.
the security of Codes and the use and misuse of Codes and Accounts. 6. APEX PLATFORM
4.4. Disclaimer: CODES MAY NOT PREVENT UNAUTHORIZED ACCESS TO 6.1. Access to Platform: Customer's access to and use of the Services
CUSTOMER DATA OR OTHER INFORMATION CUSTOMER OR USERS MAY USE IN will depend upon the access to and use of the Apex Platform, which is
CONNECTION WITH THE SERVICES. BASICGOV IS UNDER NO OBLIGATION TO operated and controlled solely by Salesforce.com, and is subject to the
VERIFY THE ACTUAL IDENTITY OR AUTHORITY OF THE USER OF ANY CODES, Salesforce.com End User Subscription Agreement.
ACCOUNTS OR THE SERVICES, AND IS NOT RESPONSIBLE OR LIABLE FOR
UNAUTHORIZED ACCESS TO THE SERVICES OR ANY UNAUTHORIZED OR 6.2. Disclaimer: BASICGOV HAS NO CONTROL OVER SALESFORCE.COM OR
ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER DATA THROUGH THE APEX PLATFORM, AND IS NOT RESPONSIBLE OR LIABLE FOR THE APEX
ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD PLATFORM OR ANY RELATED MATTERS OR ANY ACT OR OMISSION BY
PROVIDED THAT UNDER THE CIRCUMSTANCES, BASICGOV MAINTAINS SALESFORCE.COM OR ANY OF ITS PERSONNEL OR REPRESENTATIVES.
COMMERCIALLY REASONABLE ADMINISTRATIVE, PHYSICAL, AND TECHNICAL 7, RESTRICTIONS RE SERVICES
SAFEGUARDS FOR THE PROTECTION OF THE SECURITY, CONFIDENTIALITY, AND
INTEGRITY OF CUSTOMER DATA. 7.1. Restrictions: Customer WIII use the Services Only as expressly
authorized by this Agreement and only for Customer's own internal
5. FEES business purposes and for the business purposes of neighboring
5.1. Fees-General: Customer will pay to BasicGov the applicable fees communities and municipalities within a thirty mile radius of Customer's
(the "Fees") for the Services as specified in Orders or as otherwise set borders. Without limiting the generality of the foregoing,Customer will not
forth in this Agreement. If the Fees are not specked in an Order or this directly or indirectly:(a)use,disclose,or provide or permit access to or use
Agreement,they will be based upon the rates in the then-current schedule of, the Services except as expressly authorized by this Agreement;
of fees available on BasicGov's website(the"Fee Schedule"),which may (b)copy the online training and technical support materials except for their
be changed by BasicGov in its discretion from time to time. User-based use as expressly set forth in this Agreement; (c)assign,authorize, license,
Fees will be based upon the total number of Users specked in applicable sublicense, grant, sell, resell, share, lend, lease, loan, transfer, publish,
Orders, whether or not the corresponding Accounts are actively used transmit, publicly display or perform,distribute, rent, create any interest in,
during the billing period. Unless otherwise expressly set forth in an Order, or otherwise give or make available or permit the use of or commercially
Users added during a billing period will be subject to payment of Fees for exploit the Services or their functionality or performance, by or for the
the entire billing period provided such billing period is not greater than one benefit of any other person (other than neighboring communities and
month; otherwise such payment of fees will be calculated on a pro rata municipalities within a thirty mile radius of Customer's borders), with or
basis by day unless otherwise provided for on the applicable Order. All without charge; (d)modify or create derivative works from or based on the
pricing terms are confidential to BasicGov, and Customer will not disclose Services; (e) create links to or frame or mirror the Services; (f) after,
that information to any other person unless otherwise provided for by law, attempt to circumvent,destroy,obscure,or remove any notices,proprietary
regulation,court order,or other legal process. marks or codes, means of identification, or digital rights management tools
or information, security or control measures (including license keys), or
5.2. Fees — Data Storage: The Services include an amount of data
agreements (including end user agreements)
storage calculated on a per User basis, as specified in the applicable in or relation t the
Services;(g)reverse engineer or access the Services or the Apex Platform
Order. If the amount of data storage used by Customer during a billing in order to:(i)create a competitive product or service or(ii)copy any ideas,
period exceeds those limits, Customer will be charged additional Fees features, functions or graphics of the Service; or (h) assist or encourage
based upon the lesser of the rates specked in the applicable Order or the any other person to do any of the foregoing.
then current Fee Schedule.
7.2. Prohibited Users/Uses: Customer may not access or use the
5.3. Taxes: Customer represents that it is exempt from sales and use Services or the Apex Platform for any competitive purposes. Customer will
taxes, property taxes, and income taxes. BasicGov is solely responsible not knowingly use or allow its Users to use the Services: (a)for any
for taxes assessable against it based on its income, property, and unlawful or immoral purpose; (b)to send spam or otherwise duplicative or
employees. unsolicited messages prohibited by applicable law; (c)to send or store
5.4. Payments: For each Order, BasicGov will prepare and deliver an infringing, obscene, threatening, libelous, or otherwise unlawful or tortious
invoice to Customer setting out the applicable Fees and Taxes payable to material, including material harmful to children or in violation of third party
BasicGov. Each invoice will be due and payable in accordance with the privacy rights; (d)to send or store material containing software viruses,
payment terms and method set forth in the Order or otherwise agreed to in worms,Trojan horses or other harmful computer code,files,scripts,agents
writing by the Parties. BasicGov may deliver invoices to Customer by or programs; (e)to interfere with or disrupt the integrity or performance of
email. Unless otherwise stated in the applicable Order, all undisputed the Services or the Apex Platform or the data contained therein; or(f)to
Fees are due net 30 days from invoice date. BasicGov may not invoice for attempt to gain unauthorized access to the Services or the Apex Platform
any invoice period more than 30 days in advance of the beginning of that or related systems or networks. Under the terms and conditions of this
invoice period. Payment obligations are not cancellable, and advance Agreement, Customer will not, and will ensure that its Users do not,
payments of one year or less of Services are non-refundable,except in the develop applications for internal use with the Apex Platform or the Services
event of a breach of this Agreement by BasicGov. without the expressly prior written consent of BasicGov.and
5.5. Funding: BasicGov acknowledges and agrees that any expenditure Salesforce.com. Customer will use commercially reasonable efforts to
or financial obligation of Customer beyond the current fiscal year shall be prevent unauthorized access to or use of the Services or the Apex Platform
deemed a contingent liability of Customer, subject to appropriation in the with Customer assigned Accounts and Codes, and will promptly notify
subsequent fiscal year's budget. Such appropriation shall be evidenced by BASICGOV of any unauthorized access to or use of the Services or the
issuance of a valid purchase order. In the event that Customer does not or Apex Platform via Customer Accounts and Codes.
is not able to appropriate the necessary funds for Customer to satisfy its 7.3. Changes: Customer acknowledges and agrees that BasicGov may in
obligations hereunder, Customer shall not be deemed in breach of this its discretion change the Services from time to time without any liability to
Agreement, and BasicGov's sole remedy shall be to terminate this Customer or any other person, provided the functionality of the Services
Agreement. will not be materially decreased during the Term.
5.6. Suspension of Service: If any charge owing by Customer is 30 days g. PROPRIETARY RIGHTS AND CONFIDENTIALITY
or more overdue, BasicGov may, without limiting its other rights and
remedies, suspend Services until such amounts are paid in full, provided 8.1. General: BasicGov and its licensors will at all times own and retain
that BasicGov has given Customer 30 or more days' prior notice that its all right,title and interest(including all intellectual property rights)in,to and
account is overdue in accordance with the"Notices"section below and that associated with the Services and all related content, software and
it intends to suspend the Services. technologies. Salesforce.com will at all times own and retain all right,title
and interest(including all intellectual property rights) in, to and associated
with the Apex Platform and all related content, software and technologies. Customer or a User uploads a file containing Malicious Code into the
Customer will not acquire any right,title or interest in,to or associated with Services and later downloads that file containing Malicious Code; (e)it will
the Services or the Apex Platform or any related software or technologies, comply with all general terms, conditions, and specifications as stated in
except for the limited license set forth in paragraph 2.2. the Agreement; (f) beginning on the Effective Date and extending for as
8.2. BasicGov Marks: BasicGov—, BasicGov Systems, Inc., Cloudbench long as BasicGov provides the Services to Customer, the Services will
Applications Inc,— and related logos and marks are the trademarks of operate in accordance with, and shall include all of the features and
BasicGov. Customer will not acquire any license to use, or any right,title functionality described in this Agreement and the exhibits hereto subject to
or interest in,to or associated with,any of those trademarks. normal changes to the Services as part of any upgrades and updates,be in
good working order and free from material defects and malfunctions, not
8.3. Disclosure of Customer Information to Salesforce.com: fail to achieve at least a 99% uptime (exclusive of any uptime issues
BasicGov will disclose information regarding Customer and Orders outside of the control of BasicGov), and have all necessary maintenance
(including contact information regarding Customer's representatives) to and support Services from BasicGov as set forth in this Agreement;(g)the
Salesforce.com. BasicGov has no control over, or any responsibility or Services and Customer's use thereof, in accordance with the terms herein,
liability for, Salesforce.com's collection, use, or disclosure of that or exercise of any intellectual property rights granted under this Agreement,
information. will not infringe or otherwise violate any statutory or other rights of any third
8.4. Reservation: All rights not expressly granted under this Agreement party in or to any intellectual property therein including, without limitation,
are reserved to the Parties. copyrights, patents, trade secrets, trademarks, or moral rights; (h) it is
8.5. Definition of Confidential Information: As used herein, financially solvent, it and each of its employees, agents, and
"Confidential Information"means all confidential information disclosed by a subcontractors of any tier are competent to perform the Services required
Party ("Disclosing Party") to the other Party ("Receiving Party"), whether under this Agreement,and it is legally authorized to execute and perform or
orally or in writing that is designated as confidential. Confidential cause to be performed this Agreement under the terms and conditions
Information of Customer shall include Customer Data; Confidential stated in this Agreement; (i) it and its subcontractors, if any, are not in
Information of BasicGov shall include the Services; and Confidential default at the time this Agreement is signed,and have not been deemed by
Information of each Party shall include business and marketing plans, the Customer to have,within 5 years immediately preceding the date of this
technology and technical information, product plans and designs, and Agreement, been found to be in default on any contract awarded by the
business processes disclosed by such Party. Information of BasicGov Customer;(j)to the best of its knowledge,BasicGov and its subcontractors,
shall not constitute Confidential Information hereunder unless BasicGov if any, presently have no direct or indirect interest in and will not acquire
discloses such information in written or other permanent form and such any direct or indirect interest in any project or contract that would conflict in
information is clearly and conspicuously marked as being confidential using any manner or degree with the performance of its Services under this
an appropriate legend. Electronic information will be deemed adequately Agreement and BasicGov and its subcontractors,if any,will not assign any
marked if a confidential legend displays when the information originally person having any conflicting interest to perform any Services under this
runs on a computer system and when the information is printed from its Agreement or allow them to have access to any Confidential Information;
data file. (k) as of the Effective Date, there is no outstanding, pending litigation, or
arbitration reasonably expected to have a potential or actual material
8.6. Exceptions: Confidential Information (other than Customer Data) adverse effect on BasicGov's ability to full its obligations hereunder; (1) it
shall not include any information that:(a)is or becomes generally known to acknowledges that any certification, affidavit or acknowledgment made
the public without breach of any obligation owed to the Disclosing Party;(b) under oath in connection with this Agreement is made under penalty of
was known to the Receiving Party prior to its disclosure by the Disclosing perjury and, if false, is also cause for termination under Section 11 of this
Party without breach of any obligation owed to the Disclosing Party; (c) is Agreement; and(m)it is appropriately licensed under Illinois law to perform
received from a third party without breach of any obligation owed to the the Services required under this Agreement and will perform no Services
Disclosing Party; (d)was independently developed by the Receiving Party; for which a license is required by law and for which BasicGov is not
or(e)is required to be disclosed by the Receiving Party by law,regulation, appropriately licensed.
court order,or other legal process. 9.3. No Other Representations/Warranties: EXCEPT AS PROVIDED
8.7. Protection of Confidential Information: The Receiving Party shall HEREIN,AND WITH THE EXCEPTION OF AN IMPLIED WARRANTY OF
use reasonable care to protect the confidentiality of Confidential MERCHANTABILITY,THE SERVICES SHALL BE PROVIDED ON AN"AS
Information. The Receiving Party agrees: (a) not to use any Confidential IS" BASIS, AND BASICGOV DISCLAIMS ANY OTHER IMPLIED
Information of the Disclosing Party for any purpose outside the scope of WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
this Agreement and (b) except as otherwise authorized by the Disclosing FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY
Party in writing,to limit access to Confidential Information of the Disclosing LAW, STATUTE, USAGE OR TRADE OR COURSE OF DEALING.
Party to those of its and its Affiliates' employees, contractors and agents BASICGOV MAKES NO REPRESENTATION WITH RESPECT TO THE
who need such access for purposes consistent with this Agreement. ADEQUACY OF THE SERVICES FOR ANY PARTICULAR PURPOSE OR
Notwithstanding anything herein to the contrary, BasicGov acknowledges WITH RESPECT TO ITS ADEQUACY TO PRODUCE ANY PARTICULAR
that Customer is subject to the Illinois Freedom of Information Act RESULT. EXCEPT AS SPECIFICALLY SET OUT HEREIN, BASICGOV
(51LCS140/1 et seq.)and all information in Customer's possession may be SHALL NOT BE LIABLE FOR ANY INDIRECT LOSS OR DAMAGE
regarded as a public record subject to disclosure, and any disclosure by ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES
Customer pursuant to the foregoing shall not be deemed a breach of BY THE CLIENT. CLIENT ACKNOWLEDGES THAT THE SERVICES DO
Customer's obligations hereunder. NOT GUARANTEE THE SAFETY OR SECURITY OF CLIENT'S DATA.
9. REPRESENTATIONS/DISCLAIMERS/LIABILITY LIMITATIONS CLIENT SHALL IMPLEMENT AND MONITOR APPROPRIATE SECURITY
PROCEDURES AND MAKE APPROPRIATE BACK-UP COPIES OF ALL
9.1. Representations/Warranties of Customer: Customer represents CLIENT DATA TO BE SECURED OR ENCRYPTED.
and warrants to BasicGov that now and at all times during the Term: g 4. General Disclaimer: No BASICGov WARRANTIES UNDER THIS
(a)Customer has the right, power,capacity and authority to enter into and AGREEMENT SHALL APPLY IN THE CASE WHERE ANY SUCH FAILURE OF
perform its obligations under this Agreement and to grant the licenses, BASICGOV TO MEET THE OBLIGATIONS OF SUCH WARRANTY SUBSTANTIALLY
authorizations and permissions set forth in this Agreement (i nclluding ing
regarding access to and use of Customer Data)and(b) Customer's use Of RESULTS FROM ANY ABUSE,MISAPPLICATION,OR OTHER FACTOR CAUSED BY OR
the Services complies with all applicable local, state, national and foreign UNDER THE CONTROL OF THE CUSTOMER OR ANY OF ITS EMPLOYEES,OFFICERS,
laws, treaties and regulations, including those related to data privacy, AGENTS,OR THIRD PARTY CONTRACTORS WHICH ARE OUTSIDE OF THE CONTROL
international communications and the transmission of technical or personal OF BASICGov. USE OF THE APEX PLATFORM IS AT CUSTOMER'S OWN RISK.
data,and does not and will not violate Or infringe the rights of any person. THE SERVICES AND THE APEX PLATFORM MAY BE AFFECTED BY NUMEROUS
FACTORS BEYOND BASICGov's CONTROL, AND MAY NOT BE CONTINUOUS OR
9.2. Representations/Warranties of BasicGov: BasicGov represents UNINTERRUPTED OR SECURE. SECURITY AND PRIVACY RISKS CANNOT BE
and warrants to Customer that (a) BasicGov has the corporate power, ELIMINATED. CUSTOMER IS SOLELY RESPONSIBLE FOR CUSTOMER'S AND
capacity and authority to enter into this Agreement; (b) the Services shall USERS' USE OF THE APEX PLATFORM. CUSTOMER HEREBY ACKNOWLEDGES
perform materially in accordance with any and all Services documentation THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
and the Customer Requirements attached as and defined in Exhibit B; (C) PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
the functionality of the Services will not be materially decreased during the COMMUNICATIONS, AND BASICGov IS NOT RESPONSIBLE OR LIABLE FOR ANY
Term; (d) it will not transmit Malicious Code (viruses, worms,time bombs, DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH
Trojan horses and other harmful or malicious code,files, scripts, agents or PROBLEMS THAT ARE OUTSIDE OF ITS CONTROL.
programs) to Customer, provided it is not a breach of this subpart (d) if 9.5. LIMITATION OF LIABILITY:
(a) EXCLUSIONS: EXCEPT FOR: (A) BREACHES OF THE infringe or misappropriate, without breaching BasicGov's warranties under
CONFIDENTIALITY PROVISIONS HEREOF; (B) THE INFRINGEMENT, the "Representations/Warranties of BasicGov" section above, (ii) replace
MISAPPROPRIATION OR OTHER VIOLATION OF THE INTELLECTUAL the infringing Services with other equivalent, non-infringing alternatives
PROPERTY RIGHTS OF THE OTHER PARTY; (C) DAMAGES THAT without adversely affecting the Services, or (iii) obtain a license for
ARISE AS A RESULT OF A FRAUD PERPETRATED BY A PARTY OR Customer's continued use of the Services in accordance with this
(D) CLAIMS FOR DEATH OR BODILY INJURY OR ANY OTHER CLAIM Agreement. If, in BasicGov's reasonable opinion, none of the foregoing is
UNDER AN INDEMNITY PROVISION HEREIN; IN NO EVENT SHALL achievable after exercising commercially reasonable efforts to achieve
EITHER PARTY, THEIR RESPECTIVE AFFILIATES, DIRECTORS, items(i)or(ii)and(iii)above,BasicGov must remove the component of the
EMPLOYEES, AGENTS, DISTRIBUTORS, SUPPLIERS OR Services which infringes or is alleged to infringe or violate a third party's
INDEPENDENT CONTRACTORS BE LIABLE FOR ANY INDIRECT, rights and any other components of the Services that are adversely
ECONOMIC, SPECIAL, COMMERCIAL, INCIDENTAL, EXEMPLARY, affected by the removal of such infringing component. If BasicGov does
PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT so, and without limiting any other remedies available to Customer,
LIMITATION, LOST PROFITS, LOSS OF BUSINESS PROFITS OR BasicGov will refund Customer any prepaid fees covering the remainder of
REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA, DAMAGES the term of such User subscriptions after the effective date of termination.
CAUSED BY DELAYS, OR A FAILURE TO REALIZE EXPECTED BasicGov assumes no responsibility for the APEX Platform under this
SAVINGS OR DAMAGES CAUSED BY DELAYS OF THE OTHER section.
PARTY, COST OF SUBSTITUTE GOODS, FACILITIES, OR SERVICES, 10.2.Indemnification by Customer: Customer shall defend BasicGov
COST OF CAPITAL, OR OTHER PECUNIARY LOSS) DIRECTLY OR against any claim, demand, suit or proceeding made or brought in Kane
INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS County, Illinois against BasicGov by a third party alleging that the
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS Customer's use of the Services is in breach of this Agreement,infringes or
AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD misappropriates the intellectual property rights of a third party, or violates
REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN applicable law(a"Claim Against BasicGov"),and shall indemnify BasicGov
DISCLOSED.; for any damages, attorney fees, and costs finally awarded against
(b) LIMITATION OF LIABILITY ON BASICGOv:EXCEPT FOR: (A)A BREACH BasicGov as a result of, or for any amounts paid by BasicGov under a
OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT BY court-approved settlement of, a Claim Against BasicGov; provided that
BASICGOV; (B) DAMAGES THAT ARISE AS A RESULT OF A FRAUD BasicGov(a)promptly gives Customer written notice of the Claim Against
PERPETRATED BY BASICGOV; OR (C) CLAIMS FOR DEATH OR BasicGov,(b)gives Customer sole control of the defense and settlement of
BODILY INJURY, TO THE MAXIMUM EXTENT PERMITTED BY the Claim Against BasicGov, and (c) provides to Customer all reasonable
APPLICABLE LAW, IN NO EVENT SHALL BASICGOV'S AGGREGATE assistance,at Customer's expense.
LIABILITY HEREUNDER EXCEED THE GREATER OF $300,000 OR 10.3.Exclusive Remedy: This"Indemnity"section states the indemnifying
TWO TIMES THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 Party's sole liability to, and the indemnified Party's exclusive remedy
MONTHS PRECEDING THE INCIDENT.. against,the other Party for any type of claim described in this section.
(c) LIMITATION OF LIABILITY ON CUSTOMER: NOTWITHSTANDING 11. TERMINATION
ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, WITH 11 1.Ternination by Customer:
THE EXCEPTION OF AN ACTION TO RECOVER THE MONIES CLIENT
HAS AGREED TO PAY TO BASICGOV PURSUANT TO SECTION 5 (a) Termination for Convenience: Customer may terminate this
HEREIN OR AN INFRINGEMENT OF BASICGOV'S INTELLECTUAL Agreement, in whole or in part, at any time without penalty,by providing at
PROPERTY RIGHTS BY CLIENT, NO ACTION SHALL BE COMMENCED least ninety(90)business days written notice to BasicGov.
BY BASICGOV AGAINST CUSTOMER FOR MONETARY DAMAGES. (b) Termination for Cause: Customer may terminate this Agreement
BASICGOV HEREBY FURTHER WAIVES ANY AND ALL CLAIMS OR upon thirty(30)days written notice to BasicGov,in the event that BasicGov
RIGHTS TO INTEREST ON MONEY CLAIMED TO BE DUE PURSUANT breaches, in any material respect, a material term of this Agreement and
TO THIS AGREEMENT,AND WAIVES ANY AND ALL SUCH RIGHTS TO fails to cure such breach within a ten (10)day period. The termination of
INTEREST WHICH IT CLAIMS IT MAY OTHERWISE BE ENTITLED this Agreement shall not affect the rights and remedies of the Customer
PURSUANT TO LAW, INCLUDING, BUT NOT LIMITED TO,THE LOCAL against BasicGov arising out of, or resulting from, a breach of this
GOVERNMENT PROMPT PAYMENT ACT(50 ILCS 501/1, ET SEQ.),AS Agreement.
AMENDED, OR THE ILLINOIS INTEREST ACT (815 ILCS 205/1, ET 11 2 Termination by BasicGov
SEQ.),AS AMENDED.. •
(d) NON-LIABILITY OF PUBLIC OFFICIALS AND EMPLOYEES: NO OFFICIAL, (a) Termination for Breach of Confidentiality or IP Rights: BasicGov
DIRECTOR,OFFICER,AGENT,OR EMPLOYEE OF CUSTOMER SHALL BE CHARGED may terminate this Agreement if Customer is found to be in material breach
PERSONALLY OR HELD CONTRACTUALLY LIABLE UNDER ANY TERM OR PROVISION of any confidentiality obligation or obligation with respect to BasicGov's
OF THIS AGREEMENT OR BECAUSE OF THEIR EXECUTION, APPROVAL OR intellectual property rights, which breach, if capable of being cured, is not
ATTEMPTED EXECUTION OF THIS AGREEMENT. cured within thirty (30)days after BasicGov gives Customer written notice
9.6. FAIR ALLOCATION OF LIABILITY: BASICGOV AND CUSTOMER of such breach, or if such breach is not capable of being cured, then if
ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT PRESENTS A FAIR Customer fails within such thirty (30) day period commence to use
commercially responsible efforts to prevent such breach from recurring.
ALLOCATION OF RISK AND LIABILITY, WHICH IS REFLECTED IN THE FEES TO BE
PAID BY CUSTOMER AND RECEIVED BY BASICGOV. (b) Termination for Nonpayment: Without prejudice to other remedies,
BasicGov may cancel or suspend this Agreement or any Order placed
10. INDEMNITY under it, for default, if upon written notice, Customer fails to make any
10.1.Indemnification by BasicGov: Provided Customer is not in breach undisputed payment identified as delinquent within sixty(60)days.
of this agreement(which for the purposes of this section 10.1 is limited to 11.3.Refund of Payment upon Termination: Upon any termination for
default of payment or theft of BasicGov's intellectual property), BasicGov cause by Customer, BasicGov shall refund Customer any prepaid fees
shall defend Customer and its officers, directors, employees, and agents covering the remainder of the Term of all subscriptions after the effective
against any claim, demand, suit or proceeding made or brought against date of termination. Unless otherwise provided for herein,in no event shall
Customer by a third party alleging that the use of the Services as permitted any termination under this provision relieve Customer of the obligation to
hereunder infringes or misappropriates the intellectual property rights of a pay any fees payable to BasicGov for the period prior to the effective date
third party(a"Claim Against Customer"), and shall indemnify Customer for of termination.
any damages,attorney fees and costs finally awarded against Customer as 11.4.Survival: Notwithstanding any other provision of this Agreement,
a result of, and for amounts paid by Customer under a court-approved Sections 3, 5, 8, 9, 10, and 13 and paragraphs 6.2, 4.3, 7.1 and 11.4 of
settlement of, a Claim Against Customer; provided that Customer (a) this Agreement,and all other provisions necessary to their interpretation or
promptly gives BasicGov written notice of the Claim Against Customer, (b) enforcement,will survive indefinitely after the termination of this Agreement
gives BasicGov sole control of the defense and settlement of the Claim and will remain in full force and effect and be binding upon the Parties as
Against Customer (provided that BasicGov may not settle or defend any applicable.
Claim Against Customer unless it unconditionally releases Customer of all
liability), and (c) provides to BasicGov all reasonable assistance, at 12. INSURANCE
BasicGov's expense. In the event of a Claim Against Customer, or if 12.1.Comprehensive Liability: BasicGov shall provide, pay for and
BasicGov reasonably believes the Services may infringe or misappropriate, maintain in effect, during the term of this Agreement, a policy of
BasicGov must either: (i) modify the Services so that they no longer comprehensive general liability insurance with limits of at least$1,000,000
aggregate for bodily injury and$1,000,000 aggregate for property damage. reasonable control of the obligated party. Both parties will use reasonable
BasicGov shall deliver to the Customer a Certification of Insurance naming efforts to mitigate the effect of a force majeure event.This section does not
the Customer as additional insured. The policy shall not be modified or excuse either party's obligation to take reasonable steps to follow its
terminated without thirty (30) days prior written notice to the Customer's normal disaster recovery procedures or obligations to pay for the Services.
contact for Legal Notices. The Certificate of Insurance which shall include The party relying upon this provision shall be required to notify the other
contractual obligations assumed by BasicGov under the Indemnity section party in writing of the occurrence of such an event and to employ its
herein shall be provided. This insurance shall apply as primary insurance reasonable commercial efforts to remedy the event..
with respect to any other insurance or self-insurance programs afforded to 13.6.Notice of Claim: If BasicGov wishes to make a claim for additional
the Customer. There shall be no endorsement or modification of this compensation as a result of action taken by the Customer, BasicGov shall
insurance to make it excess over other available insurance. Alternatively,if give written notice of this claim within 15 days after occurrence of such
the insurance states that it is excess or prorated, it shall be endorsed to be action. No claim for additional compensation shall be valid unless so made.
primary with respect to the Customer. Any changes in BasicGov's fee shall be valid only to the extent that such
12.2.Comprehensive Automobile Liability: SBA shall carry changes are included in writing signed by the Customer and BasicGov.
Comprehensive Automobile Liability Insurance covering all owned, non- Regardless of the decision of the Customer relative to a claim submitted by
owned and hired motor vehicles with limits of not less than $500,000 per BasicGov, all work required under this Agreement as determined by the
occurrence for damage to property. Customer shall proceed without interruption.
12.3.Combined Single Limit Policy: The requirements for insurance 13.7.Interference with Public Contracting: BasicGov certifies hereby
coverage for the general liability and auto exposures may be met with a that it is not barred from bidding on this contract as a result of a violation of
combined single limit of$1,000,000 per occurrence subject to a$1,000,000 720 ILCS 5/33E et seq.or any similar state or federal statute regarding bid
aggregate. rigging.
12.4.Professional Liability: BasicGov shall carry Professional Liability 13.8.Sexual Harassment: As a condition of this contract, BasicGov shall
Insurance covering claims resulting from error, omissions or negligent acts have written sexual harassment policies that include, at a minimum, the
with a combined single limit of not less than$1,000,000 per occurrence. A following information:
Certificate of Insurance shall be submitted to the Customer as evidence of (a) the illegality of sexual harassment;
insurance protection. The policy shall not be modified or terminated
without thirty (30) days prior written notice to the Customer's contact for (b) the definition of sexual harassment under state law;
Legal Notices, (c) a description of sexual harassment,utilizing examples;
13. GENERAL (d) the vendor's internal complaint process including penalties;
13.1.Notices: Except as otherwise specified in this Agreement,all notices, (e) the legal recourse, investigative and complaint process available
permissions, and approvals hereunder shall be in writing and shall be through the Illinois Department of Human Rights, and the Illinois Human
deemed to have been given upon: (i) personal delivery, (ii) the second Rights Commission;
business day after mailing, (iii) the second business day after sending by (f) directions on how to contact the department and commission;
confirmed facsimile, or (iv), except for notices of termination or an (g) protection against retaliation as provided by Section 6-101 of the
indemnifiable claim ("Legal Notices"), the first business day after sending Human Rights Act.A copy of the policies shall be provided by BasicGov to
by email. Billing-related notices to Customer shall be addressed to the the Department of Human Rights upon request 775 ILCS 5/2-105.
relevant billing contact designated by Customer, and Legal Notices to
Customer shall be sent to the attention of the City Manager, City of Elgin, 13.9.sultan Nondiscrimination:iAg Agreement,n all hiring shall employment made possible or
150 Dexter Court, Elgin, IL 60120 with a copy sent to the attention of the resulting from this Agreement,there shall be no discrimination against any
employee
Corporation Counsel at the City of Elgin, 150 Dexter Court,Elgin, IL 60120 applicant for employment because of sex, age, race, color,
and be clearly identified as Legal Notices. All other notices to Customer creed, national origin, marital status, or the presence of any sensory,
shall be addressed to the relevant Services system administrator mental or physical handicap, unless based upon a bona fide occupational
designated by Customer. Customer will send all notices to BasicGov under qualification, and this requirement shall apply to, but not be limited to,the
this Agreement to BasicGov's current address for delivery specified on following: employment advertising, layoff or termination, rates of pay or
BasicGov's website. other forms of compensation, and selection for training, including
13.2.Com liance with Laws: Notwithstanding an other provision of this apprenticeship. No person shall be denied or subjected to discrimination in
p g y p receipt of the benefit of any services or activities made possible by or
Agreement, it is expressly agreed and understood that in connection with resulting from this Agreement on the grounds of sex, race, color, creed,
the performance of this Agreement that both parties shall comply with all national origin,age except minimum age and retirement provisions,marital
applicable Federal,State,City and other requirements of law,including,but status, or the presence of any sensory, mental or physical handicap. Any
not limited to, any applicable requirements regarding prevailing wages, violation of this provision shall be considered a violation of a material
minimum wage, workplace safety and legal status of employees. Without provision of this Agreement and shall be grounds for cancellation,
limiting the foregoing, BasicGov hereby certifies, represents and warrants termination, or suspension, in whole or in part, of the Agreement by the
to the Client that all BasicGov's employees and/or agents who will be Customer. BasicGov shall comply with the terms and conditions as stated
providing products and/or services with respect to this Agreement shall be in the forms in Exhibit D which are attached hereto and made a part hereof.
legally authorized to do so. BasicGov shall also at its expense secure all
permits and licenses, pay all charges and fees and give all notices 13.10. Miscellaneous: If any provision of this Agreement is held to be
necessary and incident to the due and lawful prosecution of the work, invalid or unenforceable for any reason,then the provision will be deemed
and/or the products and/or services to be provided for in this Agreement. to be severed from this Agreement and the remaining provisions will
Client shall have the right to audit any records in the possession or control continue in full force and effect without being impaired or invalidated in any
of BasicGov to determine BasicGov's compliance with the provisions of this way, unless as a result of any such severance this Agreement would fail in
section. In the event Client proceeds with such an audit BasicGov shall its essential purpose. No consent or waiver by a Party to or of any breach
make available to Client BasicGov's relevant records at no cost to Client. by the other Party in its performance of its obligations under this
13.3.Publicity: BasicGov may not issue any news releases without prior Agreement will be:(a)deemed or construed to be a consent to or waiver of
approval from Customer, nor will Customer make public proposals a continuing breach or any other breach of those or any other obligations of
that Party; or (b)effective unless in writing and signed by both Parties.
developed under this Agreement without prior written approval from Except as expressly set forth in this Agreement, the Parties' respective
Customer prior to said documentation becoming matters of public record. rights and remedies under this Agreement are cumulative and not
13.4.Relationship of Parties: The Parties are non-exclusive independent exclusive of any other rights or remedies to which the Parties may be
contractors, and nothing in this Agreement or done pursuant to this lawfully entitled under this Agreement or at law or equity, and the Parties
Agreement will create or be construed to create a partnership, joint will be entitled to pursue all of their respective rights and remedies
venture, agency, employment, or other similar relationship between the concurrently, consecutively and alternatively. In this Agreement: (a) a
Parties. reference to "this Agreement" and other similar terms refers to this
13.5.Force Majeure: Neither party shall be responsible for failure or delay Subscription Agreement and all Orders, each of which is incorporated
of performance if caused by: an act of war, hostility, or sabotage; act of herein by reference, as a whole and not just to the particular provision in
God;electrical,internet,or telecommunication outage that is not caused by which those words appear; (b)headings in this Agreement are for
the obligated party; government restrictions (including the denial or reference only and do not define, limit or enlarge the scope or meaning of
cancellation of any export or other license); other event outside the this Agreement or any of its provisions;(c)words importing persons include
individuals, partnerships, associations, trusts, unincorporated
organizations, societies and corporations; (d)words importing the singular The Parties hereto hereby irrevocably waive any and all rights to a jury trial.
number only include the plural and vice versa; (e)words importing either Each party hereto shall pay their own attorneys' fees and court costs.
gender include both genders; (f)"including" means including without Subject to the dispute resolution provisions set out herein, each Party
limitation; (g)references to a day, month, or year, mean a calendar day, irrevocably waives any objection on the grounds of venue, forum non-
month,or year, unless expressly indicated otherwise; and (h)references to conveniens, or any similar grounds and irrevocably consents to service of
currency are to the currency of the United States of America, unless process by mail or in any other manner permitted by applicable law and
expressly indicated otherwise. irrevocably consents to the jurisdiction and venue of the circuit court
13.11. Enurement and Assignment: This Agreement shall not be located in Kane County, Illinois. In construing, interpreting, and enforcing
assigned by either Party without the prior written consent of the other Party, this Agreement, choice of law principles shall not apply. The United
which shall not be unreasonably withheld or delayed. Notwithstanding the Nations Convention on Contracts for the International Sale of Goods is
foregoing, BasicGov may assign this Agreement without consent to any inapplicable,and the Parties expressly disclaim its applicability..
purchaser of a majority of BasicGov's outstanding shares or to any 13.14. Dispute Resolution: The parties shall use good faith efforts to
purchaser of substantially all of the assets of BasicGov that relate to this resolve all disputes under this Agreement. The account managers of the
transaction, or may assign it to an Affiliate. This Agreement shall be each of the parties shall be the first level of resolution. If the account
binding upon and inure to the benefit of the parties hereto and their managers cannot resolve the dispute, either party may refer the matter to
respective successors and permitted assigns. the chief executive officers of both parties prior to instituting any legal
13.12. Delegations and Subcontractors: Any assignment,delegation proceedings..
or subcontracting shall be subject to all the terms, conditions and other 13.15. Complete Agreement: This Agreement sets forth the entire
provisions of this Agreement and BasicGov shall remain liable to Customer agreement of the Parties with respect to the subject matter of this
with respect to each and every item,condition and other provision hereof to Agreement and supersedes all previous communications, representations,
the same extent that BasicGov would have been obligated if it had done negotiations, discussions, agreements or understandings, whether oral or
the work itself and no assignment, delegation or subcontract had been written, between them with respect to the subject matter of this Agreement.
made. Any proposed subcontractor shall require Customer's advanced Customer's issuance, and BasicGov's acceptance of, a purchase order or
written approval. other similar document are for administrative convenience only and any
13.13. Governing Law: This Agreement shall be governed by and terms and conditions contained in a purchase order or other document will
construed under the laws of the State of Illinois. Venue for the resolution of be no force or effect and will not in any way amend or supplement this
any disputes or the enforcement of any rights arising out of or in connection Agreement. This Agreement may be modified only by a written instrument
with this agreement shall be in the Circuit Court of Kane County, Illinois. signed by the Parties or their successors or permitted assigns.
IN WITNESS WHEREOF,the Parties,by their duly authorized representatives,have duly executed this Agreement.
Customer BASICGO INC
By: By:
Name: Sean R Stegall Name:_ 6111 Ca�l�f—l_e h--i CiGY�
Title: City Manager Title: P r�S /Q C�� 1 f C EC)
Date: December 18, 2013 Date: c (�
Exhibit"A"
Salesforce.com End User Subscription Agreement
This is an Agreement between Salesforce.com and the Customer, and governs the Customer's access to and use of the Apex Platform and related
services provided by Salesforce.com. This Agreement exempts Salesforce.com and other persons from liability or limits their liability,and contains other
important provisions that Customer should read. By signing the BasicGov'" Subscription Agreement, Customer acknowledges and signifies that it has
read,understood,and agreed to this Agreement. If Customer does not accept and agree to this Agreement,Customer may not access or use the Apex
Platform.
1. Definitions.
In this Agreement:
(a) "AppExchange"means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or
at any successor websites.
(b) "Reseller"means BasicGov systems,Inc.
(c) "Service" means the online, Web-based application provided by SFDC via http:/twww.salesforce.com and/or other designated websites,
including associated offline components but excluding AppExchange applications.
(d) "Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been
supplied user identifications and passwords by You(or by Salesforce.com or Reseller at Your request).
(e) "You"and "Your"means the customer entity which has contracted to purchase subscriptions to use the Service subject to the conditions of
these End User Subscription Terms.
(f) "Your Data"means all electronic data or information submitted by You to the Service.
2. Use of Service.
(a) User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are
replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of
the Service).
(b) You (i) are responsible for activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii)shall use
commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Reseller or Salesforce.com
promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state,federal and foreign laws
and regulations in using the Service.
(c) You shall use the Service solely for Your internal business purposes and for the business purposes of neighboring communities and
municipalities within a thirty mile radius of the borders of the City of Elgin, Illinois and shall not: (i)license,sublicense,sell,resell,rent,lease,
transfer, assign,distribute,time share or otherwise commercially exploit or make the Service available to any third party, other than to Users
or as otherwise contemplated by these End User Subscription Terms; (ii) send spam or otherwise duplicative or unsolicited messages in
violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including
material that is harmful to children or violates third party privacy rights;(iv)send or store viruses,worms,time bombs,Trojan horses and other
harmful or malicious code,files,scripts,agents or programs;(v)interfere with or disrupt the integrity or performance of the Service or the data
contained therein;or(vi)attempt to gain unauthorized access to the Service or its related systems or networks.
(d) You shall not (i) modify, copy or create derivative works based on the Service; (ii)frame or mirror any content forming part of the Service,
other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Service; or(iv)access the
Service in order to(A)build a competitive product or service,or(B)copy any ideas,features,functions or graphics of the Service.
3. Services Provided. The Service will be made available to You pursuant to the terms and conditions set forth in this End User Subscription
Agreement. Salesforce.com shall: (i) not use, modify, or disclose to anyone other than Users, Your Data; (ii) maintain the security and integrity of the
Service and Your Data; (iii) provide basic support to Your Users, only to the extent such cases are escalated to SFDC by Reseller in Reseller's
discretion;and(iv)use commercially reasonable efforts to make the Service available 24 hours a day,7 days a week,except for: (a)planned downtime
(of which Salesforce.com shall give at least 8 hours notice via the Service and which Salesforce.com shall schedule to the extent reasonably practicable
during the weekend hours from 6:00 p.m. U.S. Pacific Time Friday to 3:00 a.m. U.S. Pacific Time Monday); or (b) any unavailability caused by
circumstances beyond Salesforce.com's reasonable control, including without limitation, acts of God, acts of government,flood, fire, earthquakes,civil
unrest, acts of terror, strikes or other labor problems (other than those involving Salesforce.com employees), computer, telecommunications, Internet
service provider or hosting facility failures or delays involving hardware, software or power systems not within Salesforce.com's possession or
reasonable control,and denial of service attacks.
4. Third-Party Providers. Certain third-party providers, some of which may be listed on pages within Salesforce.com's website and including
providers of AppExchange applications,offer products and services related to the Service, including implementation,customization and other consulting
services related to customers' use of the Service and applications (both offline and online) that work in conjunction with the Service, such as by
exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of the Service's application
programming interface. Salesforce.com does not warrant any such third-party providers or any of their products or services, whether or not such
products or services are designated by Salesforce.com as"certified,""validated"or otherwise. Any exchange of data or other interaction between You
and a third-party provider,and any purchase by You of any product or service offered by such third-party provider,is solely between You and such third-
party provider. In addition,from time to time, certain additional functionality (not defined as part of the Service)may be offered by Salesforce.com or
Reseller to You,for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection
with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms,which
shall prevail in the event of any inconsistency with the terms of these End User Subscription Terms. No purchase of such third-party products or
services is required to use the Service.
5. Proprietary Rights. Subject to the limited rights expressly granted hereunder, Salesforce.com reserves all rights,title and interest in and to
the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in these End User
Subscription Terms. The Service is deemed Salesforce.com confidential information, and You will not use it or disclose it to any third party except as
permitted in these End User Subscription Terms.
6. Your Data. As between Salesforce.com and You, You exclusively own all rights, title and interest in and to all of Your Data. Your Data is
deemed your confidential information, and Salesforce.com shall not access Your User accounts, including Your Data, except to respond to service or
technical problems or at Your request. Upon request by You made within 90 days after the effective date of termination of all of your Salesforce.com
User subscriptions,SFDC will make available to You for download a file of Your Data in comma separated value(.csv)format along with attachments in
their native format. After such 90-day period, SFDC shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally
prohibited,delete all of Your Data in its systems or otherwise in its possession or under its control.
7. Compelled Disclosure. If either You or Salesforce.com is compelled by law to disclose confidential information of the other party, it shall
provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's
cost,if the other party wishes to contest the disclosure.
8. Suggestions.You agree that Salesforce.com shall have a royalty-free,worldwide,transferable,sublicenseable, irrevocable,perpetual license
to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users
relating to the operation of the Service.
9. Fees. Contracted for fees for use of the Service represent a firm commitment: i.e., an order cannot be canceled during the term of the
subscriptions,and the number of User subscriptions contracted for cannot be reduced in the middle of a subscription term.
10. Termination. You may not cancel or terminate an executed subscription order. User subscriptions will automatically renew unless(a)either
party gives the other party, or salesforce.com gives You, notice of termination at least 30 days prior to the end of the relevant subscription term, or
(b)your Reseller's right to resell the Service has been terminated or expired,in which case any existing subscriptions will continue in effect until the end
of their then-existing term and salesforce.com will contact You to discuss renewal directly with salesforce.com. Any automatic renewal will be at the list
price in effect at the time of renewal unless otherwise prior agreed in writing by Your Reseller,or salesforce.com,as applicable. Your use of the Service
may be immediately terminated and/or suspended upon notice due to a breach of the terms of this End User Subscription Agreement by You or any
User,including but not limited to failure to pay any fees due.
11. Data Storage. You are entitled to a cumulative amount of 20 MB of storage per User subscription for no additional charge. You may
purchase additional storage if necessary,and you may contact Reseller for then-current rates.
12. No Warranty. SALESFORCE.COM MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
13. No Liability. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY DAMAGES WHATSOVER,
INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES
BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Further Contact. Salesforce.com may contact you regarding new Salesforce.com service features and offerings.
15. Google AdWords Program. Service features that interoperate with the Google AdWords program depend on the continuing availability of the
Google AdWords application programming interface("API")and program for use with the Service. If Google Inc. ceases to make the Google AdWords
API or program available on reasonable terms for the Service, Salesforce.com may cease providing such Service features without entitling You to any
refund,credit,or other compensation.
Exhibit"B"
Customer Requirements
This Exhibit B contains a list of the customer requirements for the BasicGov software. BasicGov shall provide the following functionality as part of the
Services:
Reference Permitting,Inspection and Enforcement Comments
Number Functionality
1.01 Track inspections,permits,and letters;connect The system tracks all of these components
together/link numbers,contractor info,addresses,
complaints,and plan storage.
1.02 Automated permitting process Many elements of the system are automated,for instance
upon completion of a final approval,the system can auto
generate the final permit. Certain elements of the process
do require typical manual intervention by staff
1.03 Automated certificate of occupancy Upon completion of final approvals,the system can auto
generate a certificate of occupancy.
1.04 Automated process to issue and manage All processes currently occurring offline can be put into the
inspections system,within reason.
1.05 Capture and provide detailed information on These are all currently standard features in the product.
conditional uses,re-zonings,use permits and
variances
1.06 The ability to pull zoning ordinance standards Initially it is recommended that the manual process be
(and updates)from municipal code site. used,and that automation occurs once the system settles.
The recommendation for this is in BasicGov Code
Enforcement sample documentation page 9-11.
Automation is possible,however,we often find that the
online code books do not provide proper APIs for direct
import as every reference page has the identical url,for
instance.
hftp:/twww.sterlingcodifiers.com/codebook/index.php?book
_id=524. That link is the same link regardless of the page,
so it is more of a question of whether the source can
generate a feed for the destination BasicGov to receive.
1.07 System must be able to produce the following
forms
1.08 Complaints Complaint forms can be produced
1.09 Cash and Performance Reports Cash and Performance Reports can be created
1.10 Occupancy Certificates Occupancy Certificates can be created
1.13 Ability to produce violation notices Violation notices are a standard feature of the system,and
they are configurable.
1.14 Ability to track multiple sources of cash recei is Cash receipts can be tracked with the system.
1.15 Access and capture documents,pictures,and This is a standard feature of the system
upload other information on land at the user level.
1.17 Integration with GIS to tie documents with GIS Integration with GIS to tie documents and other elements is
system a standard feature of the system
1.18 Automatic document generation Documents can be generated automatically using workflow
triggers. Tasks or approvals must be completed,before a
document such as a permit can be created. For licensing,
there is a batch process that can be run to trigger renewal
letters at some date in the future. For code,the same thing
can happen,for example,with violation letters when an
individual is not in compliance
1.19 Template creation for emails and other This is a standard feature of the system
documents notifications to the public.
1.20 Inspection tracking and scheduling All inspections can be scheduled,or picked from a queue.
All inspection activity can be tracked.
1.21 Automate and track inspection checklists; This is a standard feature in a connected environment.
remote/hand-held apps for conducting inspections
in the field;sync back to system
1.22 Violation/violator tracking All history of violations and violators are tracked. If
individuals move,previous violations move with them in the
system so the history is there,even at a different address.
1.23 Ability for customers to monitor an item(permits This will be a standard feature in the portal
or complain s)they submitted for review
1.24 Ability to accrue penalties on properties in The BasicGov fees engine can be configured to calculate
violation fees and penalties for violations. This is a standard
feature. The BasicGov fees engine does NOT currently
support the accumulation of interest on penalties,but this is
a feature on the roadmap and will be included as part of
the deliverable for this project.
1.25 Ability to file liens against properties Liens,bonds,and other similar functions that exist at the
property level are standard features in the system.
Reference Permitting,Inspection and Enforcement Comments
Number Functionality
1.26 Provide email notifications The system can be configured to provide email notifications
based on actions that occur in the portal or in the back end.
1.27 Alerts to businesses,contractors,citizens when The system can be configured to provide email notifications
licenses/credentials expire based on actions that occur in the portal or in the back end.
1.28 Flag a business,contractor or citizen when their The system can be configured to provide email notifications
license or credentials expire based on actions that occur in the portal or in the back end.
1.29 Flag a property to prevent further municipal Alerts can be created to control an individual record,
services until flagged item is resolved account,or parcel.
1.30 Track hours and costs This is standard feature,and can be set up either in
BasicGov or AssetOptics based on final implementation
details
1.31 Fee calculations The BasicGov system has a configurable fee engine to
control fees
1.32 Automated task and assignment workflow routinq This is a standard feature of the system
1.33 E-file review process BasicGov utilizes the SpringCM VIP(free)service to
handle uploads of pdf plans and provides routing,and the
ability to do comments on reviews and exchange those
with citizens via the portal.
1.35 Ability to send invoices and monthly statements Invoicing a feature in both BasicGov and AssetOptics.
for weed cutting,board up fees,etc. Once an invoice has been created then the invoice will be
sent to Monexa billing.
1.36 Provides ability to route certain license/permit Routing can be for review,or it can be set to require
through multiple departments as notification approvals.
(approval not required).
1.37 Provide enterprise access to all license,permit, The permissions for each group or individual will define this
and inspection data with security access definition
across City de artments.
1.38 Provide comprehensive license module:examples The BasicGov licensing module handles these types of
include,business license,liquor license,rental licenses
license etc.
1.39 Provide a searchable field to track sticker or tag# This can be configured within the system,for any module.
for vending machine,taxis,or vicious dogs.
1.40 Ability to print renewals with a range of expiration This is a standard feature of the BasicGov system.
dates.
1.41 Provides custom approval process for certain BasicGov is assuming in this case that custom means that
license types prior to renewal. it is unique for a certain set of license types,and that it is
not"on the fty"custom each time.
1.42 Ability to inactivate un-renewed accounts as a This does need some further refinement,but rules can be
batch process. configured to run that can do this.
1.43 Ability to have multiple licenses for one business. A business can have any number of licenses,permits,or
violations attached to it.
1.44 Ability to apply and pay for license online. The current customer portal will be configured to enable
on-line payment using Monexa.
1.45 Ability to renew license online by making payment The current customer portal will be configured to renew
and resubmitting application. licenses.
1.46 Ability to batch print renewed licenses as long as This is a configurable feature.
all requirements are met. (application
resubmitted,insurance binder,bond etc.
1.47 Provide reports for un-renewed licenses and This is a standard feature within the Force.com reporting
documents that are still required to issue license. engine.
1.48 Ability to send non-compliant businesses to This will be part of the adjudication module that will be built.
Adjudication process.
1.49 Ability to reverse payments for NSF and send This feature is provided by Monexa.
notice.
1.50 Ability to have monthly,quarterly,annual,or multi- This is a configurable feature within the Licensing Module.
year licenses with different expiration dates.
1.51 Create an automated transfer stamp process. Will create a transfer stamp object,and configure the
Please see the attached list of items that must be transfer stamp as a permit,with a corresponding letter that
acknowledged or paid before a transfer stamp can is generated that shows the items in question are reviewed,
be issued.In addition to acknowledging or paying or approved. The activity by city staff will be manual,as
outstanding bills,a final water meter read must be they will have to click a box,or change a status for each
scheduled and the final water bill through the item to"approved"in order for the permit to be issued.
closing date must be paid.The goal of this
requirement is to automate and allow for self-
service to the highest degree possible.The
attachment includes each item that is reviewed
and a description of what staff reviews.Please be
aware we are willing to migrate where the
information is contained if it facilitates an
automated process.
Reference Planning and Subdivision Functionality Comments
Number
2.00 Initial information flow:Log type of application, This flow is supported. It is also configurable so the
auto generated process(dependent upon type of system is adaptable if discovery shows there is a better
application)and application number,date flow.
received,log applicant/owner,contact information,
property address,zoning information,proposed
zoning/use
2.01 Universal search capabilities This is provide d by the platform.
2.02 Route applications to various departments for Routing approvals is supported by the platform.
review and indicate what they need to review and
b when,include notification devices
2.03 Consolidate plan review notes Plan review notes are consolidated on the plan details.
BasicGov only provides the ability to comment on plan
reviews,we do not provide as part of the product the ability
to do digital overlays or other digital imaging functionality.
We do have the ability to integrate with known vendors that
have this functionality.
2.04 Track issues and their resolution This is a standard feature
2.05 Track various requirements of engineering The system is capable of handling the tracking of Sureties,
(construction costs,engineers'estimates,bonds, bonds,and letters and estimates can be uploaded to the
escrows,letters of agreements,insurance,and plan for tracking purposes. Additionally,fields can be put
other forms of surety) on the page to track items for reporting purposes if they are
necessary to be tracked at a high level in the system,and
not as an uploaded document.
2.06 Add tasks as necessary during the review process Individual custom tasks can be added at any time to the
ro'ect.
2.07 Manage and communicate project deadlines and Tasks and milestones will have start and end times,and
milestones these can be reported on.
2.08 Automated scheduling based on key events and As part of configuration,tasks that are consistent for each
applications project can be automatically generated and be given due
dates.
2.09 Track and record project communications The system provides common CRM based tools for
tracking and recording project communications,but as with
any CRM,they need to be used by the individuals.
2.10 Track and manage project timelines,objectives, The system tracks all of milestones,components of
and all approvals milestones,completion dates of milestones,and approvals
as part of milestones,or general tasks.
2.14 Support tracking of information,meetings, For planning related events,the system provides this
members and events for the city council,boards functionality.
and commissions
2.15 Track amount of acreage rezoned so it can be This is a standard feature
reported
2.16 Integrate conditions of each approved land use This is a standard feature
with GIS
2.17 Generate letters to adjacent property owners as This is provided by the platform.
well as owner/applicant
2.19 Create a one stop shop for all information relating When applied to the planning department,the business
to development working with the department will be able to conduct all
ma'or activities that correspond to the planning department.
2.20 Track and provide service level agreements This is provided by the platform.
2.21 Customize review screens/drop downs depending This is provided by the platform
on the type review process
2.23 WIKI systems/structure for historical information The existing portal can be modified to support WIKIs. We
parcel-by-parcel are planning on using SF technology(Chatter/Portal)to
provide this functionality.
2.24
2.25 Track properties created by future subdivision of a This is a standard feature of the e-planning module. The
parent parcel(address,PIN,owner,acreage); origin of the parcel will be also be tracked.
integrate with permitting/inspection module
2.26 Allow the issuance of various permits from various The assumption here is that each of these agencies has
agencies(infrastructure,land disturbance,curb one permit type that needs to be issues for each of the
cuttright of way work) other departments,and that each of those agencies will
have a seat in order to create and issue those permits.
2.27 Track work initiated after permit issuance Via reports or simply viewing permit
2.28 Final acceptance Y/N with date This is a standard feature. Out of Scope-A status can be
set based on the delivery of the paper contractor form to
the city,but is an option for discussion is the placement of
these contractor forms online.
2.29 Is contractor in compliance with acceptance Y/N As a result of the council meetings,this can be a status
that is set to track the final acceptance.
2.30 Provides ability to print all information,including All materials can be printed,each item that is needed
scanned documents that must be presented would require it to be printed individually.
before public bodies"Packet Assembly".
Reference 311 Functionality Comments
Number
3.00 Integrate seamlessly with Salesforce.com CRM A number of integrations between the salesforce.com CRM
case objects application and BasicGov,Monexa,and AssetOptics
including Case, Parcels,Contacts,Work Orders,
Complaints,etc.will be developed for this project. The
complete list of integrations will be determined during the
design phase.
Reference Work Management Water Meters-Functionality Comments
Number
6.00 The ability to manage water meter replacement AssetOptics Work Orders provide multiple dates,including
schedule Requested Completion Date,Due Date,Schedule Start
Date,Scheduled Completion Date,and Actual Completion
Date.
6.01 Create automatic or user defined asset/item IDs AssetOptics provides the ability to set an"Auto ID Asset"
parameter at the User,User Profile,or Organization level.
The Auto-ID Format can be configured in a customer org
rovidin a
high degree of flexibility.
6.03 The ability for a work order to include the following
information
6.04 Type of service—water,irrigation,pool etc.
6.07 Meter/module# asset#?
6.08 Meter size
6.09 Prior meter readings 4 months
6.10 Date meter/module installed
6.11 Ability to mass add meters
6.12 Ability to purge meters from inventory
6.13 Provide history of locations the meter has been
laced
6.14 Track year of installation of meter at property
6.15 Track associated module#
6.16 Reporting capabilities for meter inventory(meter
status,meter location etc.
6.17 Ability to create user defined scheduling AssetOptics Work Orders provide multiple dates,including
Requested Completion Date,Due Date,Schedule Start
Date,Scheduled Completion Date,and Actual Completion
Date.
6.18 Ability to schedule based on geographic location AssetOptics Work Order contains Lat/Long Geo Codes
of work enabling user to incorporate locations in scheduling
process.
Reference Work Management General Functionality Comments
Number
6.19 Asset Hierarchy for systems definition Asset Hierarchies can be developed by defining Asset Tag
parent/child relationships. The hierarchy visual display can
be configured to show customer specific asset attribute
information. Sort orders within the hierarchy may also be
controlled.
6.20 Multi-site asset tracking Sites,Service Locations,and Departments may all be used
to model and stratify assets in a multi-site environment.
6.21 Nameplate data information Asset Manufacturer,Model,Serial#,and Nameplate Data
fields provided. Additionally,asset Types and
Class/Subclass in addition to customer defined attributes
may be specified on an Asset Tag record.
6.22 Ability to keep work order history
6.23 Include asset warranty information
6.24 Ability to add multiple PMs to an asset Multiple PM's,each with their scheduling methodology
based on Calendar or Usage(Hrs.,Miles,etc.)can be
established for an Asset Tag.
6.25 Create PM templates Reusable PM Templates(Model Work Orders)defining
Work Instructions, Parts List,Labor Requirements can be
created and used on multiple assets.
6.26 The ability to use email for work request entry An email service which parses a MAPI compliant email is
included as standard AssetOptics functionality.
6.27 Ability to create required parts lists AssetOptics provides two approaches to creating required
parts lists. First,required parts,along with Work
Instructions and Labor Requirements,can be incorporated
into a Model Work Order to form a"pre-planned"job. This
job can be manually released or used withe PM Scheduling
functionality and automatically released.
6.28 Work order backlog management capability Full backlog management is provided enabling the user to
Reference Work Management General Functionality Comments
Number
quantify the amount of required labor by Craft for full or
artial work orders.
6.29 Time/Labor entry Labor Entry is performed against a Work Order Task. A
single Work Order may have many tasks. Percentage
completions on a Work Order Task is provided and can be
used in conjunction with actual hours booked to project
Estimated Hours to Completion and Estimated Hours at
Completion. Full variance analysis of planned vs.actual
hours is provided.
6.30 Ability to create reusable templates See 6.25
6.31 Downtime tracking Downtime may be tracked at the Work Order or a separate
downtime tracking function may be enabled independent of
Work Orders.
6.32 Track multiple inventory store rooms The AssetOptics inventory model provides the ability to
establish an enterprise wide Item Master,associate the
Item Master record to one,or multiple storerooms,to
create Stock Item records,and establish primary and
multiple se ndary bin locations for a Stock Item.
6.33 Bin location tracking 6.32
6.34 Include stocking policies Minimum Stocking Quantities are established at the Stock
Item level(different storerooms can have different stocking
policies for the same item). The On Hand Qty for an item
is reduced by the Open Committed Qty on released Work
Orders to derive an Available Qty. The Available Qty,plus
the On Order Qty,is compared to the Minimum Quantity
and a Quantity to Reorder is calculated in fixed batch sizes
using the Purchase Pack Qty(i.e.you may stock in the EA
but purchase in a BOX of 6). Stock Items may be marked
for Auto Replenish and,if so,a Purchase Requisition will
be automatically created against the Primary Vendor for
further approval and execution.
The BasicGov Services will include the following functionality that will be provided for under an implementation services agreement between BasicGov
Services Inc.and Client,effective on November 1,2013 and pursuant to the timeline provided for therein:
Reference Permitting,Inspection and Enforcement Comments
Number Functionality
1.16 Integrate with laser fiche storage or provide other The level of integration with Laser Fiche included in this
storage solution so that documents pictures etc. proposal is a simple field to"point'the users to the
can be accessed across the organization documents stored using Laser Fiche.
1.34 Adjudication process or well-integrated module This is going to be a custom developed product as part of
the BasicGov system based on design document.
Reference Planning and Subdivision Functionality Comments
Number
2.11 Provide information regarding plans and The status reporting of plan approvals will be provided via
status/ roce edin s online the Customer Portal.
Reference 311 Functionality Comments
Number
3.01 Integrate seamlessly with Salesforce.com All functions will be configured on the existing Customer
customer p ortal Portal
3.03 Ability to integrate billing information with Utility billing information will be available to 311 Constituent
Salesforce.com CRM Advocates via the Contact screen.
3.04 Ability to seamlessly take payments via A utility payment request will be configured in
Salesforce.com CRM salesforce.com CRM. The agents will be able to take
credit card information over the telephone and process a
payment.
Reference Work Management Water Meters-Functionality Comments
Number
6.02 Ability to generate work orders from shut off API needs to be created from Monexa
eli ibili list information contained in billing)
6.05 Amount due on water account Billing Amounts from Monexa will need to be populated on
Customer in SFDC. Provided that the Work Order or the
Meter is associated with the customer Account,then this
information is readily presentable.
Reference Work Management Water Meters-Functionality Comments
Number
6.06 Amount past due on water account Billing Amounts from Monexa will need to be populated on
Customer in SFDC. Provided that the Work Order or the
Meter is associated with the customer Account,then this
information is readily presentable.
Exhibit"C"
Support Agreement
System Maintenance
BasicGov's goal,is to deliver the service on a 2417 basis.Effective with Spring'12(February 2012),the SalesForce service will be generally available
during major release upgrades.Your organization should expect to experience a disruption of five(5)minutes or less during the timeframe involved.
Users will receive an error message informing them that the service is momentarily unavailable while we upgrade it to the latest release,and will be
prompted to log back in momentarily.After that time,you will be able to access the latest release.Please note:This currently only applies to our major
release windows,executed three(3)times per year.System maintenance windows are currently not part of the scope of this change.
Additionally,between 2 and 4 times per year,the site is shutdown outside normal business hours for planned maintenance. Outside normal business
hours typically means after 8:00 PM on a Friday(in the local time zone)for each logical system. In cases when the entire application must be shut down
for maintenance across all regions,"outside normal business hours"typically means after 8:00 PM Pack Time,on a Friday. Uptime is based upon the
ability to use the service via web browser.Scheduled/planned/announced maintenance interruptions are not included in calculating uptime;unscheduled
interruptions are included in the calculation.
During the term of this agreement,BasicGov will provide the customer with copyrighted patches,upgrades,releases,and new versions of the Software.
New releases of the Force.com platform are reviewed by BasicGov,and new features may be integrated into new releases of BasicGov,at BasicGov's
discretion. BasicGov also releases new versions of the BasicGov software at regular intervals,often tied to SalesForce releases. Patches and
upgrades may be released to customers throughout the year. Any patches,upgrades,releases,and new versions of the software are included in the
BasicGov maintenance,and may be released to the customer at intervals agreed upon by BasicGov support and the customer.
All patches,updates,releases,and new versions shall be subject to the license agreement related to the Software.
Engagement
Customer may initiate Support requests for problems it encounters with the Software by telephone,email, Internet,or fax.BasicGov will provide support
from at least Monday through Friday 8:00 am to 5:00 pm Pacific Time,except holidays.Emergency support is provided on holidays.
• Telephone Support—BasicGov shall provide Customer with a telephone number to contact live technical support facility,which is available
from 8:00 a.m.until 5:00 p.m.Pack time Monday through Friday,excluding observed holidays.
• E-Mail Support—BasicGov will provide Customer with one or more electronic mail addresses to which Customer may submit routine or non-
critical support requests,which BasicGov will address during its regular business hours.
• Online Support—BasicGov will provide Customer with online support portal to submit support requests.
• Remote Support—When required to properly resolve a maintenance request,BasicGov will provide remote assistance to Customer
• On-Site Support—BasicGov can also provide onsite support to Customer at then current time-and-material rates. In addition to these charges
Customer will compensate for associated expenses.
All Standard support follows Tier 1-3 support policies.
• Tier 1: Covers all day-to-day activities and foreseeable adjustments required within normal business operations and includes standard
configuration items such as,Fee Changes,Letters,new pick list entries,Reports,new fields.20 hours of Tier 1 support is included with your
contract. Tier 1 support hours are renewed annually cannot be carried forward. Note that the 20 hours includes not only time spent in direct
correspondence(email or phone)with the customer but also time spent by BasicGov staff to resolve the problem.Additional Tier 1 support
hours can be purchased on a change order.Tier 1 Support for implementation services pre-go live is quoted as part of an RFP.Tier 1 items
are not subject to a change request form,but any modifications to the system must be approved by an authorized staff member.
• Tier 2: These support requests may require significant involvement of expert technical staff at BasicGov. The determination of whether a
request is Tier 1 vs.Tier 2 is at the sole discretion of BasicGov.Tier 2 support includes:training or retraining,data loading,data conversion,
workflow modifications,approval process modifications,integration support,GIS support,and batch letter setup.Tier 2 support is not included
in the contract and can be purchased after Go Live based on a change order request. Tier 2 Support for implementation services pre-go live
is quoted as part of an RFP. Tier 2 work will not being until the customer has signed a support change request form.
• Tier 3: These are custom development items and is not included in the contract. All custom work is quoted and subject to a change request
form.
Severity Levels
BasicGov classes and responds to Support calls by the underlying problem's effect on the client.The guidelines for determining the severity of a
problem and the appropriate classification of,and response to,it are described below.
Severity 1—This is a"must fix"problem,a"showstopper."The problem is causing a major system error,fatal error,serious database corruption,serious
degradation in performance,major feature malfunction,or is preventing a major business goal from being realized.The problem does not have a
workaround that is reasonably acceptable to the corresponding end-users.
Severity 2—This is a problem that is causing significant loss of feature functionality but the system can recover from the problem and it does not cause
total collapse of the system.The system does not meet a business goal or a portion of a business goal;performance degradation is minor,but not within
established exit criteria;or minor database issues may exist(e.g.,single rows or fields may be locked).The problem does have a workaround that is
reasonably acceptable to the corresponding end-users.
Severity 3—This is a problem that is causing minor loss of feature functionality.Optional workarounds reasonably acceptable to the corresponding end-
users are available.
Severity 4—These are minor issues,misspellings,cosmetic changes,etc.
Problem Resolution
BasicGov will respond to Severity 1 problems with confirmation of receipt of incident within one(1)business hour for 100%of all incidents when the
incident is phoned in.BasicGov will put forth its best efforts to provide a workaround,fix,or estimated completion date within 72 hours after the problem
has been diagnosed and/or replicated and respond to critical problems by ensuring that appropriate managerial personnel are made aware of the
problem and that they actively track and expedite a resolution.
BasicGov will assign Support or development personnel at the appropriate level to the problem,and those personnel will prepare a work plan for the
problem's expeditious resolution.BasicGov's appropriate staff will continue to put forth its best efforts to work without material interruption until the
problem is resolved property.BasicGov's personnel will maintain daily contact with the Customer's technical staff to keep Customer abreast of efforts
being made to solve the problem.BasicGov will also provide Customer's technical staff with direct access to the BasicGov's Support personnel and
product development personnel,if appropriate,who are assigned to the problem.
BasicGov will respond to Severity 2 problems with confirmation of receipt of incident within four(4)business hours for 80%of all incidents reported.
BasicGov's Support personnel will put forth its best efforts to provide a workaround or fix or estimated completion date within 14 business days after the
problem has been diagnosed and/or replication and to maintain regular contact every 48 hours with Customer to keep its technical staff abreast of
progress toward a resolution of the problem.BasicGov's Support staff must include the problem in regular status reports to BasicGov's management
team.
BasicGov will respond to Severity 3 problems with confirmation of receipt of incident within eight(8)business hours for 80%of all incidents.BasicGov
will put forth its best efforts to provide Customer with a workaround or an estimated completion date within 21 business days after the problem has been
diagnosed and/or replicated.
BasicGov will responds to Severity 4 problems with confirmation of receipt of incident within twenty-our(24)business hours for 80%of all incidents.
Escalation
The issue management process facilitates an"escalation"for issues requiring senior level intervention.This is accomplished by"pushing"unresolved
issues through the proper chain,up to project and senior management.When unresolved issues are escalated to this level,meetings are held to
develop a course of action for resolution.Resolution may range from solving the actual issue,to assigning staff to work the issue,to agreeing that it is
not a priority issue at this time.
BasicGov defines escalation as a communication process that enlists technical and managerial resources to help resolve incidents(including unforeseen
difficulties),or requests for service.The escalation procedures for all outstanding incident records are documented by severity level,by type and
category of the incident,and the chain of command or responsibility.BasicGov would work with the Client to establish those procedures,as well as the
appropriate notification and contact information,if not already documented.
Communication escalation levels are specked in the procedures,as well as specific timelines,which are driven by the severity of the incident.The
procedures also include situation management,where coordination of resolution activities during a high severity incident takes place,as well as on-going
notification to selected individuals,until closure.
Warranty
BasicGov warrants all work delivered and signed off on by the customer for one year. BasicGov does not warrant the work of non-BasicGov employees.