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HomeMy WebLinkAboutContract #: 1696 - From: 11-01-2023 To: 06-30-2025 - Relevant Systems, Inc. - Health CONTRACT NO. VENDOR NO. 25499 SERVICE CONTRACT WITH THE TOWN OF NORTH ANDOVER THIS CONTRACT made and entered into this 111 day of November, 2023,by and between Relavent Systems, Inc., Delaware Corporation having a principal place of business at 48 Centre Street, Boston, MA 02119, hereinafter called "CONTRACTOR",and the and the TOWN of North Andover, ("TOWN")a municipal corporation duly established by law and located at 120 Main Street, North Andover, Essex County, Commonwealth of Massachusetts. WHEREAS, the CONTRACTOR represents that it is duly qualified in this field, and has agreed to perform the services requested by the TOWN; and WHEREAS, the TOWN has accepted the CONTRACTOR'S proposal subject to the conditions and agreements herein contained; NOW,THEREFORE, IT IS AGREED by and between the Parties as follows: -1- The CONTRACTOR agrees that it will provide Relavent Software as described in accordance with the conditions outlined in Exhibit 1: SOFTWARE-AS-A-SERVICE AGREEMENT. The SOFTWARE- AS-A-SERVICE AGREEMENT is incorporated herein and made a part of this CONTRACT. The CONTRACTOR will report to the signatory Department Head of this CONTRACT. -2- The Contract Period will commence on November 1, 2023 and terminate on June 30, 2025. Any extensions of time must be by written NOTICE per paragraph 21 from the TOWN, and are at the sole discretion of the TOWN. -3- Total payments under this CONTRACT shall not exceed $11,000 DOLLARS. This contract is expressly subject to and continent upon the annual renewal of the Public Health Excellence Grant contract between the TOWN and the Massachusetts Department of Public Health. -4- The TOWN agrees to pay for services within thirty(30) days of receiving an invoice, so long as all services provided are sufficiently detailed in the invoice, and that the invoice has been filed with the contracting department.Any payment under this Contract shall not constitute or be deemed a waiver, relinquishment, release, or abandonment of any claim which the TOWN may have against the CONTRACTOR for breach of this Contract. -5- The CONTRACTOR agrees that no obligation shall be considered to have incurred under this CONTRACT unless and until a purchase order shall have been duly issued and approved. And further,that the obligation incurred shall be limited to the amount set forth in the purchase order or purchase orders duly issued and approved. -6- The CONTRACTOR states that it is qualified, and is in all relevant aspects, in good standing. The CONTRACTOR certifies that performance under this Contract will meet ethical business standards and good stewardship of taxpayer and public funding to prevent waste or abuse. -7- The CONTRACTOR shall at all times during the Contract maintain in full force and effect Employer's Liability, Worker's Compensation insurance required by law(MGL c.152). All insurance shall be for policy limits acceptable to the TOWN; all required insurance shall be certified by a duly authorized representative of the insurers on the "MIIA"or"ACORD" Certificate of Insurance form (incorporated into and made a part of this agreement); and before commencement of work hereunder the CONTRACTOR agrees to furnish the TOWN with certificate(s) of insurance or other evidence satisfactory to the TOWN. For the purpose of the Contract,the CONTRACTOR shall carry the following types of insurance in at least the limits specified below, which limits are expressly acceptable to the TOWN. Workers'Compensation—the required statutory amount Employer's Liability—$500,000 Excess Umbrella Liability—$1,000,000 for each occurrence 2 -8- The CONTRACTOR hereby agrees to indemnify the TOWN from and against damages and losses incurred by the TOWN ("Town Losses")to the extent that such Losses are directly caused by the CONTRACTOR's breach of its obligations to comply with applicable data privacy and security laws and regulations ("Data Privacy Laws"); provided that the CONTRACTOR is promptly informed in writing and furnished a copy of each communication, notice or other action relating to the alleged breach by the CONTRACTOR of the Data Privacy Laws. CONTRACTOR's liability hereunder shall not exceed $60,000 (sixty thousand dollars). To the full extent permitted by law, no official, employee, agent or representative of the TOWN of North Andover shall be individually or personally liable on any obligation of the TOWN under this Contract. -9- This Contract is subject to all laws of the Commonwealth of Massachusetts, federal, state and local, which are applicable to this Contract or work with a public entity; and it is presumed that the CONTRACTOR is cognizant thereof. Any and all proceedings or actions relating to the subject matter herein shall be brought and maintained in the courts of the Commonwealth, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties. -10- The CONTRACTOR agrees to comply with all the provisions of the applicable General Laws, and all related sections, including amendments thereto, in performing all work under this CONTRACT, and the provisions of said sections are made a part of this CONTRACT and are to be considered as covenants, terms and conditions hereof as though all the provisions were specifically incorporated herein. -11- The CONTRACTOR will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.151, §1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. -12- The CONTRACTOR will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.1516 (Law Against Discrimination) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. 3 The CONTRACTOR shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. -13- The CONTRACTOR shall faithfully perform the work and shall not assign or delegate, in whole or in part or otherwise transfer any liability, responsibility, obligation, duty or interest under this Contract without the written approval of the TOWN. -14- It is further agreed that the TOWN may terminate this CONTRACT without cause, upon fourteen (14) days' written notice to the other party, sent by certified mail,to the usual place of business of the other party. The TOWN may also terminate this CONTRACT at any time for cause. In the event of termination the TOWN shall pay any unpaid invoices for services provided prior to termination, and shall not be entitled to any refund on termination prior to the end of any subscription term. -15- The undersigned certifies under penalties of perjury that this proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club or other organization, entity, or group of individuals. -16- The CONTRACTOR certifies that there are no taxes or municipal fees due and owing the TOWN. -17- This contract is only binding upon, and enforceable against the TOWN if: 1)the Contract is signed by the TOWN Manager or her designee; 2) and endorsed with approval of TOWN Counsel as to form. 4 -18- This instrument, and the other components of the contract documents, constitutes the entire contract between the parties, with no agreements other than those incorporated herein. Any Amendments to this Contract must be made in writing and executed by all signatories to the original Contract, prior to the effective date of the amendment. -19- Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual service or three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the CONTRACTOR shall be deemed sufficient if sent to the address set forth in the Contract and to the TOWN by being sent to the Town Manager, North Andover Town Hall at 120 Main Street, North Andover, Essex County, Commonwealth of Massachusetts. -20- In the event of a conflict between This CONTRACT and the attachments, including the Service Agreement, the provisions of this CONTRACT shall prevail over the provisions of the attached Service Agreement. Alternative representation to certificate of vote: The CONTRACTOR has all of the requisite corporate or other entity power and authority, as applicable,to enter into this Agreement and to carry out and perform its obligations hereunder and to provide the services set forth in Exhibit 1 (Software-as-a-Service Agreement). 5 IN WITNESS WHEREOF, the CONTRACTORS and the said TOWN OF NORTH ANDOVER have hereto and to a duplicate and triplicate hereof, caused their corporate seals to be affixed and these presents,together with said duplicate and triplicate,to be signed in their name and behalf by their duly authorized officers the day and year first above written. APPROVED: CONTR ORS By 2�1 Melissa Murphy-Rodrigues Town Manager, North Andover Fed.I.D. or Social Security No. N .. APPROVED AS TO FORM: TOWN OF NORTH ANDOVER Christine P. O'Connor Town Counsel Department Head Lyne Say age Town Accountant Date: 6 CERTIFICATIONS CERTIFICATE OF NON-COLLUSION The undersigned certifies under penalties of perjury that our bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean natural person, business, partnership, corporation, committee, union, club or other organization, entity, or group of individuals. Signature: ' Date: Print Name &Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Cw� A'•.S authorized signatory for � - _�c�r.��::.�°�",� .�~ '�"r�°< Name of individual Name of contractor do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to taxes, permit or other fees, reporting of employees and contractors, and withholding and remitting child support. N� k � ..�, Signature Date -7- RELAVENT SYSTEMS,INC. SOFTWARE-AS-A-SERVICE AGREEMENT This Subscription and License Agreement(this"Agreement")is effective as of November 1,2023, and is by and between Relavent Systems, Inc. ("Relavent") of 48 Centre Street,Boston, MA 02119, and the Town of North Andover Board of Health,of 120 Main Street,North Andover,MA 01845,("Client"). Each of Relavent and Client is a"Party"and together the"Parties". Capitalized terms shall have the meanings set forth in Section 12("Definitions")below. 1. SERVICES 1.1 Access and Use. Subject to and conditioned on Client and its Authorized Users' compliance with the terms and conditions of this Agreement, Relavent hereby grants Client a non- exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client's internal use.Relavent shall provide to Client the Access Credentials within a reasonable time following the Effective Date. The total number of Authorized Users will not exceed the number paid for as set forth in the Exhibit(s)attached hereto, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees payable hereunder. 1.2 Documentation License.Relavent hereby grants to Client a non-exclusive,non- sublicensable, non-transferable license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services. 1.3 Service and System Control.Except as otherwise expressly provided in this Agreement, as between the parties: (a) Relavent has and will retain sole control over the operation, provision, maintenance,and management of the Relavent Materials; and (b) Client has and will retain sole control over the operation, maintenance, and management of, and all access to and use of,the Client Systems, and sole responsibility for all access to and use of the Relavent Materials by any Person by or through the Client Systems or any other means controlled by Client or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Relavent; (ii) results obtained from any use of the Services or Relavent Materials;and(iii)conclusions,decisions,or actions based on such use. 1.4 Reservation of Rights.Nothing in this Agreement grants any right,title,or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Relavent Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Relavent Materials, and the Third- Party Materials are and will remain with Relavent and the respective rights holders in the Third-Party Materials. 1.5 Changes.Relavent reserves the right,in its sole discretion,to make any changes to the Services and Relavent Materials that it deems necessary or useful to: (a)maintain or enhance: (i)the quality or delivery of Relavenfs services to its customers;(ii)the competitive strength of or market for Relavent's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. 4- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant 1.6 Suspension or Termination of Services. Relavent may, directly or indirectly, suspend, terminate, or otherwise deny Client,any Authorized Users, or any other Person's access to or use of all or any part of the Services or Relavent Materials,without incurring any resulting obligation or liability, if:(a)Relavent receives a judicial or other governmental demand or order,subpoena,or law enforcement request that expressly or by reasonable implication requires Relavent to do so; or(b)Relavent believes, in its good faith and reasonable discretion,that: (i)Client or any Authorized User has failed to comply with any material term of this Agreement,or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications;(ii)Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (Iii) this Agreement expires or is terminated. 2. USE RESTRICTIONS. 2.1. Use Restrictions.Client shall not,and shall not permit any other Person to, access or use the Services or Relavent Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials,the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing,Client shall not,except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or Relavent Materials; (b) rent,lease,lend,sell,sublicense,assign,distribute,publish,transfer,or otherwise make available any Services or Relavent Materials to any Person,including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer,disassemble,decompile,decode,adapt,or otherwise attempt to derive or gain access to the source code of the Services.or Relavent Materials,in whole or in part; (d) copy,share or otherwise distribute Access Credentials with anyone that is not an Authorized User of the Services; (e) bypass or breach any security device or protection used by the Services or Relavent Materials or access or use the Services or Relavent Materials other than by an Authorized User through the use of his or her own then valid Access Credentials; (f) input, upload, transmit, or otherwise provide to or through the Services or Relavent Systems,any information or materials that are unlawful or injurious,or contain,transmit,or activate any harmful code(such as viruses,worms, or malware); I (g) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Relavent Systems, or Relavent's provision of services to any third party,in whole or in part; (h) remove,delete, alter, or obscure any trademarks, specifications,Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Relavent Materials, including any copy thereof; (i) access or use the Services or Relavent Materials in any manner or for any purpose that infringes,misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party,or that violates any applicable law; 0) access or use the Services or Relavent Materials for purposes of competitive analysis of the Services or Relavent Materials, the development, provision, or use of a competing -2- Relavent Systems Software-as-a-Service Agreement.Client—PH Excellence Grant software service or product or any other purpose that is to the Relavent's detriment or commercial disadvantage; or 3. MAINTENANCE, SERVICES AND TRAINING 3.1. Technical Support. Relavent shall provide Client with telephone and web-based technical support as set forth on the Exhibit(s)attached hereto. 3.2. Maintenance Releases. During the Term, Relavent will update the Services as needed with Maintenance Releases.All Maintenance Releases are deemed to be part of the Services. 3.3. Upgrade Releases. During the Term, Relavent will update the Services with Upgrades and modifications, including, but not limited to updates to FDA Food Code, State Sanitary Code, and Supplements, etc.that have been issued, implemented, and for which compliance is mandated by law. 3.4. Customized Services. Relavent provides the following customization services for the fees set forth in the Exhibit(s)attached hereto: (a) Data import: Importation of Client's existing data or other information necessary to pre- populate the product(s)licensed hereunder; (b) Data export: Configuration and export of copies of completed inspection reports to Client's data management services; (c) Customized reporting: Customization of reports and reporting functionality to meet Client's requirements beyond standard reporting. 3.5. Training. Relavent shall provide Client with the training set forth in the Exhibit(s)attached hereto. 3.6. Scheduled Downtime. Relavent will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services outside normal business hours of 9 AM to 5 PM eastern time zone. 3.7. Data Backup. The Services do not replace the need for Client to maintain regular data backups or redundant data archives. RELAVENT HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION,DAMAGE,CORRUPTION,OR RECOVERY OF CLIENT DATA. 4. FEES 4.1. Fees and Pricing. Client shall pay Relavent the Fees set forth in the Exhibits attached to this Agreement in accordance with Relavent's invoice or recurring ACH withdrawal. Such fees shall be paid without offset or deduction. Client shall make all payments hereunder in US dollars on or before the due date(s) set forth in Exhibits attached to this Agreement. Fees paid by Client are non-refundable, except as required by applicable law. If Client fails to make any payment when due, then in addition to any other remedies that may be available, Relavent may charge interest on past due amounts at the rate of 1.5% per month compounded monthly,or if lower,the highest rate permitted under applicable law. The Fees quoted in the Exhibits shall apply for the Initial Term (as defined below)and thereafter as agreed to by the parties. 4.2. Taxes. Unless otherwise stated, Client is responsible for any taxes(other than Relavent income tax)or duties associated with the use of the Services,including any related penalties or interest(collectively,"Taxes"). Client will pay Relavent for the Services without any reduction for Taxes. If Relavent is obliged to collect or pay Taxes,the Taxes will be invoiced to Client,unless Client provides Relavent with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. -3- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant 5. TERM AND TERMINATION 5.1.Term.The term of this Agreement begins on the Effective Date and,unless terminated earlier pursuant to the terms of this Agreement, will be coterminous with the term of the Public Health Excellence Grants for Shared Services Program(i.e.,June 30,2025).The term will continue thereafter in one-year increments starting July 1'of each year,provided the Client approves the renewal of the Agreement and pays the license and support fees as set forth in the Exhibit(s)attached hereto. 5.2.Termination.Relavent may terminate this Agreement,effective on written notice to Client,if Client: (i)fails to pay any amount when due hereunder,and such failure continues more than thirty(30)days after Relavent's delivery of written notice thereof; or (ii) breaches any of its obligations under Sections 1, 7.1, 7.2, 7.3 or 8. Client may terminate this Agreement, effective on written notice to Relavant, if Relavent breaches any of its obligations under this Agreement,and such breach remains uncured for more than thirty (30)days after delivery of written notice thereof. 6. RELAVENT OBLIGATIONS 6.1.Relavent Systems and Security Obligations.Relavent will employ security measures in accordance with applicable industry practice. 6.2. Not Responsible for Misuse or Modification by Others. Relavent is not responsible for any non- conformance which is caused by use of the Services contrary to Relavent's instructions, or modification or alteration of the Services or its output by any party other than Relavent or Relavent's duly authorized contractors or agents. 6.3 Compliance with Laws. Both parties shall comply with all applicable laws and regulations with respect to its activities under this Agreement. 6.4 Access to Client Data upon Termination. Upon request by Client,Relavent will provide a one (1) time export of all inspection reports (in .pdf file format)to the Client within 30 days of termination of the Agreement by the Client. 7. CLIENT'S OBLIGATIONS AND ACCOUNT MANAGEMENT 7.1. Compliance with Laws. The Client shall comply with all applicable laws and regulations with respect to its activities under this Agreement and ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User's breach of this Agreement. 7.2. Export Control and Embargoes.Client may only use the Services if Client is not barred under any applicable laws from doing so. If Client is located in a country embargoed by United States or under other applicable law from receiving the Services, or is on the U.S. Department of Commerce's Denied Persons List or Entity List, or the U.S. Treasury Department's list of Specially Designated Nationals, Client is not permitted to purchase any paid Services from Relavent. 7.3.Management of Authorized Users.In relation to the Authorized Users,the Client undertakes that each Authorized User shall keep a secure password for its use of the Services,shall agree to be bound by the terms of this Agreement,and that each Authorized User shall keep its password confidential and secure. 7.4.Client Control and Responsibility.Client has and will retain sole responsibility for:(a)all Client Data, including its content and use;(b)all information,instructions,and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (c) Client's information technology infrastructure, including computers, software, databases, electronic systems(including database management systems), and networks,whether operated directly by Client or through the use of third-party services; (d)the security and -4- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant use of Client's and its Authorized Users'Access Credentials;and(e)all access to and use of the Services and Relavent Materials directly or indirectly by or through the Client Systems or its or its Authorized Users'Access Credentials, with or without Clients knowledge or consent, including all results obtained from, and all conclusions,decisions,and actions based on,such access or use. 7.5. Authorization to Reference Client. Client hereby authorizes Relavent to list Client as a reference account in any of its sales and marketing materials,presentations,and website. 7.6. Client Acknowledizement.Client is hereby notified that FileMaker,Inc.,5201 Patrick Henry Drive, Santa Clara, CA 95054 ("FileMaker") is a third-party beneficiary to this Agreement to the extent that this Agreement contains provisions that relate to your use of the bundled Software. Such provisions are made expressly for the benefit of FileMaker and are enforceable by FileMaker in addition to Relavent. 8. CONFIDENTIALITY 8.1. Confidential Information. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. (a) A party's Confidential Information shall not be deemed to include information that(i)is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii)is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, as can be shown by written evidence; or(v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. (b) Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. (c) The Client acknowledges that details of the Services, and the results of any performance tests of the Services,the Services,and this Agreement constitute Relavent's Confidential Information. (d) Relavent acknowledges the applicability of the Massachusetts Public Records Law to this agreement and any information provided hereunder. 8.2. Survival of Section. This section shall survive termination of this Agreement,however arising. 9. DISCLAIMER OF WARRANTIES CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED "AS IS," WITHOUT REPRESENTATION,WARRANTY OR CONDITION OF ANY KIND. RELAVENT AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. RELAVENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH CLIENT. -5- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant 1 . LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY LAW RELAVENT AND ITS AFFILIATES (INCLUDING WITHOUT LIMITATION ITS AGENTS, SUPPLIERS, LICENSORS, AND PARTNERS) AND THEIR RESPECTIVE EXECUTIVES, EMPLOYEES, SHAREHOLDERS AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF SERVICES, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES,ARISING FROM OR RELATED TO CUSTOMER'S USE OR INABILITY TO USE THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY(CONTRACT,TORT,OR OTHERWISE)AND EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH OF RELAVENT, ITS AFFILIATES, OFFICERS, EMPLOYEES, SHAREHOLDERS AND CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO RELAVENT FOR THE LICENSE PRORATED ON THE BASIS OF THREE (3)MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO THE DAMAGES IN QUESTION. IF THE SERVICES IS PROVIDED WITHOUT CHARGE, THEN THERE SHALL BE NO LIABILITY TO CLIENT WHATSOEVER THE FOREGOING IS CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH. 11. INDEMNIFICATION 11.1. Relavent Indemnification.Relavent shall defend any suit or proceeding brought against Client and its clients insofar as such suit or proceeding is based on a claim that the Services constitutes a direct infringement of any patent, copyright or trade secret, and Relavent will pay the costs and damages finally awarded in any suit or proceeding,provided that Relavent is promptly informed in writing and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given full authority, information and assistance necessary to defend or settle said suit or proceeding. Relavent shall not be obligated to defend or be liable for costs and/or damages under this section if the alleged infringement arises out of noncompliance with Relavent's specifications, or from a modification of the Services by any person after delivery other than Relavent. Relavent may,at any time it is concerned about the possibility of such an infringement,at its option and expense: (i)replace or modify the Services so that infringement will not exist, (ii)remove the Services involved and refund Client a portion of the price thereof as depreciated or amortized on a straight-line basis over a five-year period, or(iii) obtain for Client the right to continue using the Services. 12. DEFINITIONS The following defined terms apply to this Agreement. Access Credentials:any username,identification number,password,license or security key,security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services. Affiliates: Relavent's directors, managers, officers, stockholders, members, agents, representatives, employees and affiliated entities, including without limitation Berger Food Safety Consulting. Authorized User(s): each unique individual that will have any access to the Services must purchase a User License including those employees, contractors and consultants of the Client who are authorized by the Client to use the Services and/or access the Services, for the sole purpose of using the Services for inspections and food safety services as applicable to Client's operations. The number of Authorized Users -6- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant who may use the Services at any one time is determined by the number of User Licenses purchased by the Client as set forth in the EXHIBITS to this Agreement. Each Authorized User has the right to access data on the platform as specified in the EXHIBITS. Business Day: any day which is not a Saturday, Sunday, or federal public holiday in the United States. Confidential Information: information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information and as otherwise defined in Section 8. Documentation: any manuals, instructions, or other documents or materials that Relavent provides or makes available to Client in any form or medium and which describe the functionality,components,features, or requirements of the Services or Relavent Materials,including any aspect of the installation,configuration, integration, operation, use, support, or maintenance thereof. Effective Date:the date of this Agreement. Fees: the fees payable by Client to Relavent as set forth in the Exhibit(s)attached hereto. Client Data: information,data,and other content,in any form or medium,that is collected,downloaded,or otherwise received, directly or indirectly from Client or an Authorized User by or through the Services [or that incorporates or is derived from the Processing of such information, data, or content by or through the Services].For the avoidance of doubt,Client Data does not include Resultant Data. Client Systems: Client's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services. Initial Term: has the meaning given in Section 5.1. Intellectual Property Rights: means the following subsisting throughout the world: (a) patents, patent applications(including provisional patent applications),(b)registered trademarks and service marks,logos, Internet domain names, corporate names, domain names and doing business designations and all registrations and applications for registration of the foregoing, (c) copyrights, designs, software, data and database rights and registrations and applications for registration thereof, including moral rights of authors, (d) inventions, invention disclosures, statutory invention registrations, trade secrets and confidential business information,know-how,manufacturing and product processes and techniques,algorithms,research and development information,financial,marketing and business data,pricing and cost information,business and marketing plans and customer and supplier lists and information,and(e)other proprietary rights relating to any of the foregoing. Maintenance Release: any update,release,or other adaptation or modification of the Services, which may contain, among other things, error corrections, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, quality or bug fixes, temporary patches, or minor changes in the functions of the Services. Person: an individual, corporation, partnership, joint venture, limited liability entity, governmental authority,unincorporated organization,trust, association, or other entity. Purchaser Order: has the meaning set forth in Section 4.1. Relavent Materials:the Services,Specifications,Documentation,and all other information,data,documents, materials,works,and other content,devices,methods,processes,hardware,software,technical support,videos and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements,plans,or reports,that are provided or used by Relavent or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Relavent Systems. For the avoidance of doubt, Relavent Materials include Resultant Data and any information, data, or other content derived from Relavent's monitoring, capture, aggregation, analysis, or curation of Client's access to or use of the Services. -7- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant Relavent Trademark(s): Trademarks and trade names used by Relavent, including without limitation FOODCODE-PROTM,HOUSINGCODE-PROTM,POOLCODE-PROTM,and RELAVENT360TM. Resultant Data: any data, information, analysis, curation, or other content that is derived or results from Client's and any Authorized User's access to, or use of,the Services. Services:the software-as-a-service offering for the software products licensed hereunder. Third-Party Materials: materials and information, in any form or medium, including any software, documents, data,content, specifications,products,equipment,or components of or relating to the Services that are not proprietary to Relavent. Upgrade: means an improvement to an existing product and/or feature through added functionality and/or enhanced performance to the Services. 13. MISCELLANEOUS PROVISIONS 13.1. Governing Law. This Agreement shall be governed by the laws of Commonwealth of Massachusetts,USA,exclusive of its conflicts of law(s)provisions,and any suit under this Agreement shall exclusively be brought in a federal or state court in Massachusetts with applicable jurisdiction. 13.2. No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by such party. 13.3. Notice.Any notice given hereunder, including without limitation any notice regarding breach of contract,non-renewal,or late payment,shall be sent in writing to the other Party to its address set forth above(or to such other physical or email address or such other person that such addressee party may designate from time to time in writing). 13.4. Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable,the remainder of this Agreement will continue in full force and effect. 13.5. Entire Agreement.This Agreement incorporates the current and all future updates to Relavent Privacy Policy,which may be updated from time to time,and is available on Relavent's website. This Agreement is binding and covers only the matters contained herein. 13.6. No Assip-riment.Neither party may assign or transfer any of its rights or obligations under this Agreement to a third party without the prior written consent of the other party, except Relavent may, without the Client's consent,assign this Agreement in the event of a change of control or sale in which case this Agreement shall inure to the benefit of Relavent's successor and assigns. Any attempted assignment or transfer in violation of the foregoing will be void. 13.7. Counterparts.This Agreement may be executed in counterparts,each of which shall be deemed an original,but all of which shall be deemed to be one and the same agreement. -8- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date specified on the first page of this Agreement. RELA VENT SYSTEMS, INC. Town of North Andover Board of Health Si na r g Signature: Name: Name: el)r . � M�.: , Title: D .. Date:Date: -9- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant EXHIBIT A: FOODCODE-PRO FEES AND PRICING Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. The pricing set forth in this Exhibit A is valid for the term of the agreement. A. EFFECTIVE DATE: The date of this Agreement. B. AUTHORIZED USERS: Two(2) Inspector(s): Two (2) Office Only: None C. Public Health Excellence Grants for Shared Services Program ("Grant"). Notwithstanding anything to the contrary,the Services Fees due hereunder are being paid for on the Client's behalf by the Middlesex-Essex Public Health Collaborative via its Public Health Excellence Grant. Should Client cancel,forgo,discontinue, suspend,waive,or otherwise terminate the Grant and leave the public health alliance formed under the Grant, Client would have the following options: (1) continue independently under the same terms,conditions and pricing; or(2)terminate this Agreement. D. SERVICES FEE: There shall be due an annual,recurring payment of$1,650 per Inspector and $330 per Office Only(inclusive of PHE discount), payable in advance for the Authorized User(s) set forth in Section B above.The first payment of$2,200,prorated for the balance of MY24(November 1,2023, through June 30,2024) is due November 1, 2023. A payment of$3,300 is due on July I"of each year thereafter for the term of the Grant.Client must purchase access for each Authorized User that will have any access to the platform. An Inspector can use any device (desktop, laptop, iPad) to access the FOODCODE-PROTM platform.An Administrative User can only access the platform from a desk/laptop and will not be able to do inspections on an iPad. Additional Authorized Users can be added to the Agreement at any time at a price of$1,650 per year for Inspectors and$330 per year for Administrative Only users. E. INSTALLATION FEE: The one-time installation fee of$495 has been waived. The Installation Fee covers the set-up of Client's Services, including a one-time data upload(in a machine-readable format) of existing establishments,inspectors,persons in charge,logos or other information necessary to format and pre-populate the Services. F. PRODUCTS LICENSED: FOODCODE-PROTM G. CUSTOMIZATION AND MODIFICATION RATES. In the event Client desires customization services,Relavent shall provide the Client with a Statement of Work(SOW)that includes a description of the work requested to be done and the number of estimated configuration hours required. The following services are available for a fee of$300 per hour, with a two-hour minimum: • Data import: Importation of information/data from Client's municipal management or permitting systems. • Data export: Configuration and export of data to Client's municipal management systems. • Customized reporting: Customized Services reports and reporting functionality to meet Client's requirements beyond standard reporting. • API Integration: Design and configuration of an API to integrate Client's systems with FOODCODE-PRO. H.TRAINING.Relavent shall provide Client with up to three(3)hours of training to Client's staff members and designees through an online/video-based training program. Additional on-site or customized training is available at$250 per hour with a two-hour minimum. -10- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant EXHIBIT A: FOODCODE-PRO TRAINING Session 1 (90 Minute Instructor lead video conference) Session 2 (60 Minute Instructor lead video conference) Intro&Interactive Demo Summary&Recap Hardware,Software and Connectivity Basics Review >Desktop,Wad-Password&PIN verification Any material,functionality that needs further explanation or >Cellular&Wi-Fi reinforcement. >Accessing Platform Client Administration Basics System Administration Setting up/adding/changing establishments Setting up users,permissions,and customization >Clients >Setup • Detail • Observations o Box 1:Name/Location/Size/Variance • Checklists o Box 2:Areas/PICs/Equipment • Violations o Box 3:Inspections/Corr.Actions/Docs/Notes • FCP Users • List • Company Options • New o Scoring SYNC YOUR DEVICE-PUBLISH CHANGES SYNC YOUR DEVICE-PUBLISH CHANGES Conducting an inspection Feedback >Details >System Issues >List >New Feature recommendations >FDA Checklist >Training enhancements/points of emphasis>New •Starting a New Inspection o Select/Find establishment Client Info Inspection Info I Type/PIC/Geo-location&Time Stamp Scoring Other •Capturing violations o Searching&selecting violations-3 ways o Common Observations o Inserting pictures •Recording temperatures •Checklist(s) •Corrective Actions-inspection •Completing FDA/MA Checklist •Scheduling a follow-up inspection •Completing inspection o Notes&Signatures o Sending inspection report o Storing&accessing reports SYNC YOUR DEVICE-SAVE TO CLOUD Reporting&Analytics • Violation Summary&Report • Inspection Summary • Inspection Analytics -ll- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant EXHIBIT B:HOUSINGCODE-PRO FEES AND PRICING Capitalized terms used but not defined in this Exhibit B have the meaning given to those terms in the Agreement. The pricing set forth in this Exhibit B is valid for the term of the agreement. A. EFFECTIVE DATE: The date of this Agreement. B. AUTHORIZED USERS: Two (2) Inspector(s): Two (2) Office Only: None C. Public Health Excellence Grants for Shared Services Program ("Grant"). Notwithstanding anything to the contrary, the Services Fees due hereunder are being paid for on the Client's behalf by the Middlesex-Essex Public Health Collaborative via its Public Health Excellence Grant. Should Client cancel, forgo, discontinue, suspend, waive, or otherwise terminate the Grant and leave the public health alliance formed under the Grant,Client would have the following options: (1)continue independently under the same terms,conditions and pricing; or(2)terminate this Agreement. D. SERVICES FEE: There shall be due an annual, recurring payment of$1,650 per Inspector and $330 per Office Only (inclusive of PHE discount), payable in advance for the Authorized User(s) set forth in Section B above.The first payment of$2,200,prorated for the balance of MY24(November 1,2023,through June 30,2024)is due November 1,2023. A payment of$3,300 is due on July I"of each year thereafter for the term of the Grant.Client must purchase access for each Authorized User that will have any access to the platform. An Inspector can use any device (desktop, laptop, iPad) to access the HOUSINGCODE-PROTM platform.An Administrative User can only access the platform from a desk/laptop and will not be able to do inspections on an iPad. Additional Authorized Users can be added to the Agreement at any time at a price of$1,650 per year for Inspectors and$330 per year for Administrative Only users. E. INSTALLATION FEE: The one-time installation fee of$495 has been waived. The Installation Fee covers the set-up of Client's Services, including a one-time data upload (in a machine-readable format) of existing establishments, inspectors, persons in charge, logos or other information necessary to format and pre-populate the Services. F. PRODUCTS LICENSED: HOUSINGCODE-PROTM G. CUSTOMIZATION AND MODIFICATION RATES. In the event Client desires customization services, Relavent shall provide the Client with a Statement of Work(SOW)that includes a description of the work requested to be done and the number of estimated configuration hours required. The following services are available for a fee of$300 per hour,with a two-hour minimum: • Data import: Importation of information/data from Client's municipal management or permitting systems. • Data export: Configuration and export of data to Client's municipal management systems. • Customized reporting: Customized Services reports and reporting functionality to meet Client's requirements beyond standard reporting. • API Integration: Design and configuration of an API to integrate Client's systems with HOUSINGCODE-PRO. H.TRAINING.Relavent shall provide Client with up to three(3)hours of training to Client's staff members and designees through an online/video-based training program. Additional on-site or customized training is available at$250 per hour with a two-hour minimum. -12- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant EXHIBIT B:HOUSINGCODE-PRO TRAINING F 0 Minute Instructor lead video conference) Session 2 (60 Minute Instructor lead video conference) ntro &Interactive Demo _T Summary&Recap oftware and Connectivity Basics Review > Desktop,iPad-Password&PIN verification Any material,functionality that needs further explanation or > Cellular&Wi-Fi reinforcement. > Accessing Platform Case Administration Basics System Administration Setting up a Case Setting up users,permissions > Complaint > Setup • Detail • Observations o Assigned to • Checklists o Dwelling address • Measurements o Complainant/Owner/Other • Users o Documents o Notes SYNC YOUR DEVICE-PUBLISH CHANGES o Order to Correct(OTC) SYNC YOUR DEVICE-PUBLISH CHANGES Conducting an inspection Feedback > Details > System Issues > List > New Feature recommendations > New > Training enhancements/points of emphasis •Starting a New Inspection •Capturing violations o Searching&selecting violations-3 ways o Common Observations o Inserting pictures •Recording measurements •Checklist •Scheduling a follow-up inspection •Completing inspection o Notes&Signatures o Sending OTC&inspection report o Storing&accessing documents,notes,contacts SYNC YOUR DEVICE-SAVE TO CLOUD Case Reporting&Analytics • Violation Summary&Report • Measurements,Notes,Documents -13- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant EXHIBIT C: POOLCODE-PRO FEES AND PRICING Intentionally omitted. -14- Relavent Systems Software-as-a-Service Agreement:Client—PHExcellence Grant EXHIBIT D: RELAVENT360 FEES AND PRICING Intentionally omitted. -1 s- Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant EXHIBIT E: RELAVENT TECHNICAL SUPPORT SUPPORT HOURS RELAVENT's telephone and web-based technical support is available Monday through Friday,9:OOAM EST through 5:OOPM EST,excluding nationally recognized holidays,as set forth below: CLASSIFICATION OF PROGRAM ERRORS Level 1."Level 1"means that the Software is not functioning. Some examples of Level I errors are as follows: Software is down impacting the production environment; Software is not able to communicate with external systems so that on-line and other processing is halted;or Software is generating a data corruption condition that halts on-line and other processing. Level 2."Level 2"means that the Software is running but end user is unable to use a major feature or functional component of the Software.Some examples of Level 2 errors are as follows:(a)intermittent errors in the Software;or(b)a major feature or functional component of the Software is unavailable. Level 3."Level 3"means that the Software is operating close to normal,but there is a non-critical Program Error for which either a temporary fix exists but has not been made available to RELAVENT's Customers, or RELAVENT is in the process of creating such a fix or other work-around. REPAIR TIMES FOR TECHNICAL SUPPORT Severity of Program Error Maximum Response Time Repair Time Goal Level 1 3 business hours 8 hours Level 2 8 business hours 36 hours Level 3 2 business days 3 days -16- Relavent Systems Software -a-ServiceAgreement:Client—PH Excellence Grant