HomeMy WebLinkAboutContract #: 1695 - From: 11-01-2023 To: 06-30-2025 - Relevent Systems, Inc. - Health CONTRACT NO. 1695
VENDOR NO. 25499
SERVICE CONTRACT WITH THE TOWN OF NORTH ANDOVER
THIS CONTRACT made and entered into this 1st 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 those cities and towns included in the
Middlesex-Essex Public Health Collaborative; 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:
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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.
Additionally, CONTRACTOR will provide for services to the Towns of Andover, Reading, North
Reading, Lynnfield and City of Haverhill per separate agreements with each town incorporated
herein.
The CONTRACTOR will report to the signatory Department Head of this CONTRACT.
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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.
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Total payments under this CONTRACT shall not exceed Seventy-nine Thousand Seven Hundred
fifty and 00/100 ($79,750.00) 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.
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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.
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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.
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The CONTRACTOR states that it is qualified, and is in all relevant aspects, in good standing. The
CONTRACTOR certifies that performance underthis Contract will meet ethical business standards
and good stewardship of taxpayer and public funding to prevent waste or abuse.
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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
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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.
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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.
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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.
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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.
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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.15113 (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.
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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.
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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.
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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.
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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.
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The CONTRACTOR certifies that there are no taxes or municipal fees due and owing the TOWN.
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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.
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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.
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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.
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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.
r
APPROVED: COUTRAC 0
By
Melissa Murphy-Rodrigues
Town Manager, North Andover Fed.I.D. or Social Security No.
1 . c
APPROVED AS TO FORM: TOWN OF NORTH ANDOVER
Christine P. O'Connor
Town Counsel Department Head
2(72
Lyn d Sav e ...
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.
Signatur ... , Date: 1,2y .L 1 .
.,a el. �, a .,� �� .� � dry' S
Print Name &Title Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I
authorized si nator for <-
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.
Z/Al
Signature Date
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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"),
as administrative agent for the Middlesex-Essex Public Health Collaborative. 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 Tenn, 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-
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 Relavent's 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.
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 Persods 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);
(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
inflinges, misappropriates, or otherwise violates any Intellectual Property Right or other right of any
third party,or that violates any applicable law;
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Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant
(j) 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 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. Traininp,. 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.
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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 I'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
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Relavent Systems Software-as-a-Service Agreement.Client—PHExcellence 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 Client's 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 Acknowled eg ment.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.
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Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant
10. 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
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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.
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Relavent Systems Software-as-a-Service Agreement:Client—PHExcellence 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 AWeement.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 Assignment.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.
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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.
RELAVENT SYSTEMS,INC. Town of North Andover Board of Health as
administrative agent for the Middlesex-Essex Public
Health Collaborative
Signatt w Signature:
Name: Name:
Title: 4k it.LOIJ Title:
Date: '' : . Date:
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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. REGIONAL AUTHORIZED USERS: Two(2)
Inspector(s):Two(2)
Office Only:None
Regional Authorized Users will have access to the accounts and data from each participating town in the
Middlesex-Essex Public Health Collaborative.
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 W24 (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 platforrn. An Inspector can use any
device(desktop,laptop, iPad)to access the FOODCODE-PRO'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 anytime at aprice 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
dstablishments,inspectors,persons in charge,logos or other information necessary to format and pre-populate the
Services.
F. PRODUCTS LICENSED:FOODCODE-PRO'
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.
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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
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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. REGIONAL AUTHORIZED USERS: Two(2)
Inspector(s): Two(2)
Office Only:None
Regional Authorized Users will have access to the accounts and data from each participating town in the
Middlesex-Essex Public Health Collaborative.
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 11 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.
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Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant
EXHIBIT B: HOUSINGCODE-PRO
TRAINING
Session 1 (60 Minute Instructor lead video conference) Session 2 (60 Minute Instructor lead video conference)
Intro &Interactive Demo T
Summary&Recap
Hardware,Software 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
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Relavent Systems Software-as-a-Service Agreement:Client—PH Excellence Grant
EXHIBIT C: POOLCODE-PRO
FEES AND PRICING
Capitalized terms used but not defined in this Exhibit C have the meaning given to those terms in the Agreement.The
pricing set forth in this Exhibit C is valid for the term of the agreement.
A.EFFECTIVE DATE:The date of this Agreement.
B. REGIONAL AUTHORIZED USERS:One(1)
Inspector(s): One(1)
Office Only:None
Regional Authorized Users will have access to the accounts and data from each participating town in the
Middlesex-Essex Public Health Collaborative.
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$825 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$550, prorated for the balance of W24 (November 1, 2023, through June 30, 2024) is due
November 1,2023. A payment of$825 is due on July 11 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 POOLCODE-PROI 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:POOLCODE-PRO"
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 POOLCODE-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.
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Relavent Systems Software-as-aService Agreement.Client—PH Excellence Grant
EXHIBIT D:RELAVENT360
FEES AND PRICING
Intentionally omitted.
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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 I"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
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Relavent Systenu Softw acre®as-a-Service Agreement:Client—PH Excellence Grant