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CM-2018-1715 - 5/11/2018Completely IT (DBA Team5ideline,com) SERVICES AGREEMENT This Agreemenl for Sernces ifhe 'Agreement-). effec 've t4ay 3, 2018 is by and between Completely IT Corporal on DBA TeamSideline com, a Califom a corporation (hereinafter known as the "Company") and City of Round fRo_1r {hereinafter kncwn as the "Client") WHEREAS Cticcl rinds that the Company :s wihng to perform certain work hereinafter described in accordance with the provisions of this Agreement and V11HEREAS Client finds that the Company is qualified to perform the work, ail relevant factors considered, and that such performance will be in furtherance of Client's business. NOW, THEREFORE. in consrderatfon of the mutual covenants set forth heitin and intend:ng to be legally bound, the parties hereto agree as follows 4. Services The Company shall provide the following t'Servicaa"l to Client • TeamSideline Standard web silo to allow Client to manage their Tournament customer orders programs schedules and loam sites The TeamSideline client website is not customized far clients specific erganizat.on by company The Client s responsible for manag ng site content creating/uploading any images, and customer data • TeamSideline Premium web site can be used to send email Communications and text communications (max mum 100K email recipients, 6K text communical on recipients per 12 -month period) Additional blocks of SOK emails can be purchased for $39 Additional blocks of 3K texts can be purchased for 539 • Custom URL'doma'n name' which red rk: cls to TeamSide ne client web site, (includes acquiring renewing and mainL-nani e of domain cont'guraiionsl • Traintig to pnmary league cortact a,,d backup contact • Technical site support between 8A%1- 5PM M F iPacifies Any rich ;ethnical requests by users of Client sic! or associated team site will be forwarded to the C'ient s primary contact for action 2. Foos The Company will be paid as follows • Site fee Is 5990 covering the period from June 2018 through May 2019 Invoice will be daled f ay 3 2018 2.1 Credit Card Foes A Client can setup an Author ze net ace.ounl at request the Company setup a Clients merchant atcc:snt thin,sgh the Connpany s gatevway provider Current fees for the Company Clients inerchant accrunt are 2 mss', of each creel t car,x transact on SO 30 on each credit card tiansatlion Trere are no da y batch fees monthly fees a, ct;arggb,3cy fees • Client is responsible for all associated fees to the gateway provider and their me•chani accosr.l • Company does not charge setup or transactional fees for this option 1. Liability he Company's liabi .ty, including but not limited to Client's claims of contributicns and mdemnficabon re aced to third party cla ms arising out of services rendered by the Company and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and for any other claim, shall be limited to the payment recelved by the Company from Client for the particular service provided giving rise to the claim Notwithstanding anything to the contrary in this Agreement the Company shall not be liable for any special ind rect, consequential lost profits, of punitive damages Client agrees to limit the Company's liability to C'sent and any other third party for any damage on account of any error, omission or neg4gence to a sum not to exceed the payment received by the Company for the particular service provided giving rise to the claim The I!mrtation of liabody sel forth herein is for any and all matters for which the Company may otherwise have liability arsirg cut of or in ,crnection vnth this Agreement. whether the claim arises in contract, tort statute, or oihervise • Remedy Client's exclusive remedy for any claim arising out of or relating to this Agreement will be for the Company upon receipt of written notice, either (i) to use commercially reasonable efforts to cure at its expense the matte, that gave rise to the claim for which the Company is at fault, or (i) rels m to Client the fees paid by CI:enI to the Company for the particular service provided that gives rise to the claim, subject to the timitalion costa stied in Section 3 0 Client ag•ees that at w4l not allege that this remedy fails its essential purpose • S.rvivaf Section 3 and a survive the expiral on or lermination of this Agreement for .any reason 4. Miscellaneous • SiLftvare The software provided is not guaranteed to be bug or defect free However, defects brought to the attention of the Company will be reviewed and evaluated - after suv. review a plan for resolul on wtl be provided to the Client • C,nfidentia,ify The Company and Client shall comply with all applicable laws regulations and guidel ries governing on ne privacy in fulfilling its obligations hereunder and in collecting and using personal information about users of the site • Scverabitty Should any part of this Agreement for any reason be declared invalid. such decision shat not affect the va,iddy of any remaining provisions, which remaining provisions shall remain in full force and effect as if th s Agreement had been executed with the invalid parbon thereof ehm;nated and -t !s hereby declared the intention of the partes that they would have executed the remaining portion of this Agreement without °nctuding any such part, parts or portions which may for any reason, be hereafter declared invalid Any provts,on sha I nevertheless remain in full force and effect in all other circumstances Waiver Waiver of breach of this Agreement by ether party shall not be considered a waiver of any other subsequent breach -2�-�-7IS • Assignment. The Agreement is not assignable or transferable by Client This Agreement is not assignable or transferable by the Company. • Disputes The Compo,,y and Client recognize that disputes arising under this Agreement are hes, resolved at the working leve by the parties directly invntved. Both parties are encouraged to be imaginative in designing mechanisms and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution Failing resolution of conflicts at the organizational level. the Company and Client agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to nonbinding mediation unless the Company and Client mutually agree otherwise Client and Company shall bear cost of mediation equally Both parties to bear their own atlomey's fees in mediation but the prevailing party is entitled to As attorney fees in any arbitration or litigation. If the dispute is not resolved through non-binding mediation, then the parties may lake other appropriate action subject to the other terns of this Agreement • Pepresentations. Counfnrparts Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so an behalf of such party, with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder This Agreement maybe executed (by original or faxed signature) in counterparts, each of which shalt be deemed an original but all of which taken together sha:l constitute but one and the same instrument. • Residua:s Nothing in This Agreement or elsewhere will prohibit or limit the Company's ownership and use of ideas canceptr know-how methods, models, data, techniques, skill knowledge and experience that were used developed or gained in connection with this Agreement The Client shall have the exclusive right to use all data collected or generated under this Agreement • Fnt.rc Agreement: Survival This Agreement. including any Exhibits states the entire Agreement between the parties and supe•sedes all previous contracts, proposals. oral or written, and all other communications between the parties respect ng the subject matter hereof, and supersedes any and all prior undersfanTngs. representations, warranties agreements or contracts (whe°her oral or written) behveen Client and the Company respeclirg the subject matter hereof This Agreement may only be amended by an agreement in writing executed by the parties hereto • ForceMajeure The Company shall not be responsible for delays or failures (tncluaing any de°ay by the Company to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control Sueh causes may include but are not restricted 1o. a -As of God or of the public enemy, fires floods epidemics rials quarantine restrict ons strikes freight embargoes, earthquakes, electrical oulages computer or communications failures and severe weather, and acts or omissions of subcontractors or third parties • Use S/ Third Parties Service performed by the Company pursuant to this Agreement are only for the purpose intended and may be used only by Client and its teams and players Client agrees not to use any documents produced under this Agreement for anything other than the intended purpose without the Company's written permission This Agreement shall therefore, not create any rights or benefits to parties other than to Client and The Company • Data-Doma.n Client organization site account and enrollment transaction data is the so'.e property of the Client The organization account and enrollment data can be downloaded from the TeamSiderine system at a+ry time with an administration acccunl for use for any lawful purpose by Client In the event the Company suspends services des ribed in this contract, the Company will provide Client with a digital copy of the Client organization site account and enrollment transad'on data Client has right to transfer domain name(s) acquired by Company or transferred to Company on Client behalf, prior to contract termination S. Torm The term of this Agreement shall he for one (1 ) year from ire date set forth Th s contra.-[ i-. vi3ble until lerminated Either party may terminate this contract vrrlh tturly (30j days notice IN V.'ITr.ESS WH5REOF the parties hereto rive executed th s Agreement as of the day and ys,r first above vrr.ltcn Cr ent/Orga . a an City of Round R ek S gnatur Authorized Nami "--kkdy Authorized Title- Address. itle Address.— City State Z.p &4& P,�cne # 5 - V as /t. (S Company Comp'etely IT Corporation Address 915 Highland Pointe Dr*25c City Slate Zip Roseville. CA 9587d Phone 9 ;9881 953-2483 City of Round Rock PV-'-, c Agenda Item Summary Agenda Number: Title: Service Agreement with Completely IT dba TeamSideline.com Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 5/11/2018 Dept Director: Chad McKenzie Cost: $999.99 Indexes: Attachments: CMA, Service Agreement Department: Sports Management and Tourism Text of Legislative File CM -2018-1715 Service Agreement with Completely IT dba TeamSideline.com Consider authorizing a one year Software Services Agreement with TeamSidelines.com for use of their Tournament Management software. Cost: $999.99 Source of Funds: HOT funds. City of Round Rock Page 1 Printed on S/9 O;