SutiSoft - 2019-06-27S fisoff
This agreement ("Agreement") is entered into, to be effective as of 7/1/2019 ("Effective
Date"), by and between Costa Mesa Sanitary District ("Customer"), and SutiSoft, Inc. ("Service
Provider" or "SutiSoft")
RECITALS
WHEREAS, Customer requires hosted third -party "software as a service" (the "Services,"
as further described herein) with respect to certain of its information technology needs;
WHEREAS, Service Provider has agreed to provide the Services to Customer, all on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth
in this Agreement, the parties hereby agree as follows:
1. The Services.
1.1 Purpose Term. This Agreement sets forth the terms and conditions under which
Service Provider agrees to provide certain hosted "software as a service" (the
"Software") and provide all other services, data import / export, monitoring,
support, backup and recovery, change management, technology upgrades, and
training necessary for Customer's productive use of such Software (the "Services").
1.2 Control of Services. The method and means of providing the Services shall be
under the exclusive control, management, and supervision of Service Provider,
giving due consideration to the requests of Customer.
1.3 Backup and Recovery of Customer Data. As a part of the Services, Service
Provider is responsible for maintaining a backup of Customer Data, for an orderly
and timely recovery of such data in the event that the Services may be
interrupted.
1.4 Chanae Control Procedure. Customer may, upon written notice, request
increases or decreases to the scope of the Services. If Customer requests an
increase in the scope, Customer shall notify Service Provider, and, not more than
five (5) business days (or other mutually agreed upon period) after receiving the
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request, Service Provider shall notify Customer whether or not the change has an
associated cost impact.
2. Term and Termination.
2.1 Term. Unless this Agreement is terminated earlier in accordance with the terms
set forth in this Section, the term of this Agreement shall commence on the
Effective Date and shall automatically renew for successive one (1) month terms
(each, a "Renewal Term") until such time as Customer provides Service Provider
with written notice of termination; provided, that: (a) such notice be given no
fewer than thirty (30) calendar days prior to the last day of the then current
term.
2.2 Termination for Cause. If either party materially breaches any of its duties or
obligations hereunder and such breach is not cured within thirty (30) calendar days
after written notice of the breach, then the non -breaching party may terminate this
Agreement or a renewal as defined in Exhibit A-01 for cause as of a date specified
in such notice.
2.3 Payments Upon Termination. Upon the expiration or termination of this
Agreement, Customer shall pay to Service Provider all amounts due and payable
hereunder.
2.4 Return of Materials. Upon expiration or earlier termination of this Agreement
each party shall: (a) promptly return to the other party, or certify the destruction
of any of the following of the other party held in connection with the performance
of this Agreement or the Services: (i) all Confidential Information; and, (ii) any
other data, programs and materials; In the case of Customer Data, Service
Provider shall, immediately upon termination of this Agreement, provide Customer
with a final export of the Customer Data and shall certify the destruction of any
Customer Data within the possession of Service Provider. The parties agree to work
in good faith to execute the foregoing in a timely and efficient manner.
2.5 Billinn . Monthly subscription billed on the first business day of month for previous
month of usage.
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3. Fees and Expenses.
Customer shall be responsible for and shall pay to Service Provider the fees as further described
in Exhibit A-01, subject to the terms and conditions contained therein. Any sum due Service
Provider for Services performed for which payment is not otherwise specified shall be due and
payable thirty (30) days after receipt by Customer of an invoice from Service Provider.
3.1 13111ina Procedures. Unless otherwise provided for, under Exhibit A-01,
Service Provider shall bill to Customer the sums due pursuant to Exhibit A-01, by
Service Provider's invoice, which shall contain: (a) Customer purchase order
number, if any, and invoice number; (b) description of Services rendered; (c) the
Services fee or portion thereof that is due; (d); taxes, if any; and, (e) total
amount due. Service Provider shall forward invoices in electronic format to the
following email address:
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3.2 Credits. Any amounts due from Service Provider may be applied by Customer
against any fees due to Service Provider. Any such amounts that are not so applied
shall be paid to Customer by Service Provider within thirty (30) days following
Customer's request.
4. Representations and Warranties.
4.1 Mutual Representations and Warranties. Each of Customer and Service Provider
represent and warrant that:
4.1.1 it is a business duly incorporated, validly existing, and in good standing under
the laws of its state of incorporation;
4.1.2 it has all requisite corporate power, financial capacity, and authority to
execute, deliver, and perform its obligations under this Agreement;
4.1.3 this Agreement, when executed and delivered, shall be a valid and binding
obligation of it enforceable in accordance with its terms.
SutiSoft Inc, 14984 El Cantino Real, She, 200, Los Altos, CA 94022 1 1.050,959, x'884 1 www.sutisoft.com
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5. Non -Disclosure of Confidential Information.
The parties acknowledge that each party may be exposed to or acquire communication or data
of the other party that is confidential, privileged communication not intended to be disclosed to
third parties (the "Confidential Information").
5.1 Obligation of Confidentiality. The parties agree to hold all Confidential
Information in strict confidence and not to copy, reproduce, sell, transfer, or
otherwise dispose of, give or disclose such Confidential Information to third parties
other than employees, agents, or subcontractors of a party who have a need to
know in connection with this Agreement or to use such Confidential Information
for any purposes whatsoever other than the performance of this Agreement. The
parties agree to advise and require their respective employees, agents, and
subcontractors of their obligations to keep such information confidential.
6. Proprietary Rights.
6.1 Pre-existing Materials. Customer acknowledges that, in the course of
performing the Services, Service Provider may use Software and related
processes, instructions, methods, and techniques that have been previously
developed by Service Provider (collectively, the "Pre-existing Materials") and that
same shall remain the sole and exclusive property of Service Provider. Customer
owns their own data and will have the ability to download if agreement ends or is
terminated.
6.2 Data of Customer. Customer's information, or any derivatives thereof,
contained in any Service Provider repository (the "Customer Data," which shall
also be known and treated by Service Provider as Confidential Information) shall
be and remain the sole and exclusive property of Customer. Customer shall be
entitled to an export of Customer Data, without charge, upon the request of
CustoMer and upon termination of this Agreement or in Exhibit A-01.
6.3 No License. Except as expressly set forth herein, no license is granted by either
party to the other with respect to the Confidential Information, Pre-existing
Materials, or Customer Data. Nothing in this Agreement shall be construed to
grant to either party any ownership or other interest, in the Confidential
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Information, Pre-existing Materials, or Customer Data, except as may be provided
under a license specifically applicable to such Confidential Information, Pre-
existing Materials, or Customer Data.
6.4 Customer Logo. Service Provider reserves the right to use Customer's logo
under the following limited circumstance: on the Service Provider's website that
references the Customer relationship with Service Provider, provided that the
area in which the Customer logo is used includes the corporate logo of other
companies with which the Service Provider has a similar relationship. Customer
may request logo be removed at anytime.
7. Warranty Disclaimer.
You may be entitled to warranties, conditions, and terms that may not be excluded or limited by
SutiSoft under law.
THE SOFTWARE IS MADE AVAILABLE "AS IS". EXCEPT FOR THOSE NON -EXCLUDABLE
WARRANTIES, CONDITIONS AND TERMS, SUTISOFT AND ITS SUPPLIERS MAKE NO
WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES, OR TERMS (EXPRESS OR
IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO
ANY MATTER INCLUDING PERFORMANCE, RESULTS, SECURITY, NON -INFRINGEMENT,
MERCHANTABILITY, INTEGRATION, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND FITNESS
FOR ANY PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME
STATES. YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVER OR
DISCLAIMED. SUTISOFT DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT
NOT PERMITTED BY LAW.
These exclusions and limitations. will apply to the maximum extent permitted by applicable law,
even if any remedy fails its essential purpose. SutiSoft reserves the right to charge for use of
subsequent versions of the Software or any SutiSoft online services available through the
Software.
8. Limitation of Liability.
8.1 EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW,
NEITHER PARTY AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES,
ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. EXCEPT FOR
BREACHES OF CONFIDENTIALITY IN SECTION 5, IN ANY EVENT, A PARTY'S
AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS IN
CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR
THE SERVICES, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A
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FUNDAMENTAL FOR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS AGREEMENT.
Nothing contained in these agreements limits SutiSoft`s liability to you in the event
of death or personal injury resulting from SutiSoft's negligence or for the tort of
deceit (fraud). SutiSoft is acting on behalf of its affiliates and suppliers for the
purpose of disclaiming, excluding, and limiting obligations, warranties, and
liability, but in no other respects and for no other purpose. For further
information, contact SutiSoft customer support department.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT
PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THIS LIMITATION OF
LIABILITY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE RIGHTS THAT
CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS.
SUTISOFT DOES NOT SEEK TO LIMIT YOUR WARRANTY OR REMEDIES TO ANY
EXTENT NOT PERMITTED BY LAW.
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S t i S 0 f f
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9. General.
9.1 Governing Law. This Agreement shall be governed by and constructed in
accordance with the laws of the State of California and the federal laws of the United
States. Service Provider hereby consents and submits to the jurisdiction and forum
of the state and federal courts in the State of California in all questions and
controversies arising out of this Agreement.
9.2 Force Maieure. Neither party shall be liable for delays or any failure to perform
the Services or this Agreement due to causes beyond its reasonable control. Such
delays include, but are not limited to, fire, explosion, flood or other natural
catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor
difficulties, to the extent not occasioned by the fault or negligence of the delayed
party. Any such excuse for delay shall last only as long as the event remains
beyond the reasonable control of the delayed party.
9.3 Notices. Any notice given pursuant to this Agreement shall be in writing
and shall be given by personal service or by United States certified mail, return
receipt requested.
Address for Notices
Customer's Name and Address
SutiSoft, Inc.
Attn: Legal Department
4984 EI Camino Real, Suite 200
Los Altos, CA 94022
Costa Mesa Sanitary District
,Rq4) U ,1/i o Ave,
CP4* K C a
Printed Name
9.4 Executed on the dates set forth below by the undersigned authorized representatives
of the parties to be effective as of the Effective Date.
SutilSoft, Inc Representative
Customer's Representative
Signature
Z�1�
Signature
Printed Name
David Roe
Printed e
5 eot+ CavYol
KWWACi
Title
Operations
Title
Date
Jun -27-2019
Date
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SutiSoff
saLurwka. SMAPLe.
EXHIBIT A-01
SUTISOFT, INC. SERVICES ORDER
This Exhibit A-01, Service Provider's Services Order shall be incorporated in and governed by the terms of that certain SutiSoft
Services Master Agreement by and between ("Customer") and ("Service Provider") dated 71112019, as amended (the
"Agreement"). Unless expressly provided for in this Exhibit A-01, in the event of a conflict between the provisions contained in
the Agreement and those contained in this Exhibit A-01, the provisions contained in the Master Agreement shall prevail.
SutiSoft Solution
SutiHR
Solution Type
Human Resource Management
Solution Description
Human Resource Management SaaS solution (approx. 20 users)
Goal Management to be included upon release.
Personnel x Benefits Tracking x
Calendars x Documents x
Self -Service x e -Signature x
Learning Management System (LMS) x Mobile x
Performance/Goal Management x Recruitment (ATS) x
Reports x Time Management x
Training Scheduling x Surveys x
Terms
$9.00 USD Per Active Employee Record
Use is measured based on the previous calendar month. Active employee record defined as one
employee record set up in the system. Fees due will be invoiced electronically on the first
business day of the following month net 30. Billable one month after successful go live date
completion.
Per Active User Module
Fees
SutiHR: $9.00 USD per active employee record
Initial Subscription Start
7/1/2019
Initial Subscription End
Month-to-month
Agreement Type
Agreement billed monthly based on active employee records in previous calendar month.
Customer option to cancel at anytime without cause upon 30 day written notice. Upon
cancellation past 30 days use will be charged.
Monthly Minimum
Monthly minimum is equal to $100.00 USD, or as per above terms.
Set Up Terms
Please see attached scope of work. Set up cost is equal to $200.00 USD. Set up fee due
upon successful completion of go live date, or 30 days after the initial agreement subscription
start date.
Additional SutiSoft
Requirements
Provider reserves the right to change renewal pricing after the end of the initial subscription
start date with 90 days advanced written notice.
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SutiSoft, Inc. Costa Mesa Sanitary District
("Service Provider") ("Customer") Approved as to Form:
By: , ' ze % ;0e,
Name: David Roe
Title: Operations
Date: Jun -27-2019
Name:50IDit &W01t
Title: GWWt
Date: (0A/M
Harper & Burns LLP
District Counsel
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SUTIHR IMPLEMENTATION DETAILS
E -SIGNATURE DOCUMENT SETUP
SutiHR will setup 10 E -Signature documents during the
implementation period. Our team will help train the customer
on getting their remaining documents loaded. Any additional
documents that need to be loaded by the SutiHR Setup Team
can be loaded at an additional cost.
BENEFIT PLAN SETUP
SutiHR will configure your company's offered benefit plans in
SutiHR to allow employees to enroll. For an additional cost,
SutiHR will do the administration of enrolling current
employees in their current benefit elections.
LOADING OF PERSONNEL RECORDS
Implementation includes import of active and terminated
employee records.
EXPORT TO PAYROLL SYSTEMS
Implementation includes one (1) standard downloadable export
file for your payroll system to accommodate for employee
information and time management information.
PAYROLL SERVICES
SutiHR does not provide payroll services. We seamlessly
integrate with a few payroll providers and can export data to
most payroll providers.
FEATURE REQUESTS
Functionality that is not currently in the solution may be
requested to be developed into the solution at a rate of
$75/hour, excluding requests agreed upon before the initial
start of the implementation process.
ENVIRONMENT REV1Ew
SutiHR will configure and then walk through the environment
with you. Customer will have a mutually agreed upon period
of time to review the solution and setups.
TRAINING
Implementation includes one (1) recorded end user training,
and one (1) HR Admin training. Additional training sessions
are available at an additional cost.
SUPPORT
Phone Support: 6:00 am - 6:00 pm PT (Monday through
Friday) / Email Support: 240.
ACTIVE DIRECTORY/SSO/OKTA
Not included in implementation. Available for an additional
cost of $500.00 USD.
CUSTOMER SIGNATURE
00-5-5
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Transaction Details
Signerl
Request Title :
Costa Mesa Sanitary District SutiHR Agreement
Transaction ID :
450205
Signer ID :
241861
Authentication Type :
Email/Link
Security Type:
N/A
Signed/Rejected By :
droe�cii sutisoft.com
First Name :
David
Last Name:
Roe
Action :
Viewed By droe,r sutisoft.com on Jun -27-2019 11:16:23 (00h:00m:47s)
Action :
Signer Signed the request on Jun -27-2019 11:17:15
eSign T&C :
Oct -01-2010 17:23:21
IP Address :
71.204.128.30
Sent From:
mspade@sutisoft.com
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Jun -27-201911:18:06
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