HomeMy WebLinkAboutNJEVITY, INC. - CONTRACT - RFP - 7079 ACCOUNTING SOFTWARE NFRMPORco&C_'T-eD C,(�' 2'-1
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NJIEVITYI INC.
MASTER SERVICES AGREEMENT
NJEVITY, INC.
6140-KG S. Gun Club Road #222
Aurora, CO 80016
720/870.9700 W
720/870.4627 F
www.nimdtv.com
This Master Services Agreement (the "Agreement") Is executed this day of
r7t/f-M r 2009, by and between NJEVITY, INC. ("NJEVITY") and ##rM Fmn- bye,
rf4`'5h� , . 'g,r[ .,Lc ("Customer"). NJEVITY and Customer desire to establish
mutually satisfactory erms and conditions under which NJEVITY may procure certain Third
Party Software and/or provide certain services to Customer.
NOW THEREFORE, in consideration of the foregoing premises and the promises and
covenants contained herein, Intending to be legally bound hereby, NJEVITY and Customer
agree as follows:
DEFINITIONS
DELIVERgaLFs shall mean any materials
provided to Customer by NJEVITY in the
course of performing Services under this
Agreement, as set forth in a Statement of
Work.
EFFECTIVE DATE shall mean, with respect to
this Agreement, the date first set forth
above. The Effective Date of any
Statement of Work shall be the later of (€)
the Effective Date of this Agreement or (€€)
the date as of which both parties have
executed such Statement of Work.
SERVICES shall mean the services that shall
be performed by NJEVITY hereunder
pursuant to a Statement of Work or this
agreement.
STTA E199UT of WORK shall mean a statement
of the Services to be provided by NJEVITY
to Customer, as mutually agreed upon in
writing by the parties and according to the
terms and conditions herein.
I. STATEMENT OF WORK
(a) a or Services. Customer
may, from time to time, request that
NJEVITY consider performing Services for
Customer related to this Agreement. In
the event the parties reach an agreement
for the engagement of Services, the
parties shall complete and execute a
written Statement of Work for that
engagement prior to beginning the
performance of any Services.
(b) Relationship to Agreement. Each
Statement of Work issued shall be
governed in accordance with the terms of
this Agreement, unless explicitly noted
otherwise in the Statement of Work. Any
additional terms and conditions included
in any Statement of Work shall apply only
to such Statement of Work.
(c) SMp -ap-q. Upon Customer's
request, NJEVITY may perform remote
and/or on -site consulting services to
troubleshoot, support and/or maintain
Customer's system without a separate
Statement of Work. All said services will
be performed by NJEVITY at its then -
Confidential Page 1 ot9
Nstributlon Requires Prior Written Authorization
WEVITY STATEMENT OF SCOPE
MICROSOFT DYNAMICS GP
AIIitGmxwk
GOLD CERTIFIED
Partner
Microsoft Dynamics -
Prepared For:
North Front Range Metropolitan Planning Organization
Ms. Crystal Hedberg
419 Canyon
Suite 300
Fort Collins, CO 80521
Confidentiality Notice:
This document is an internal working paper of Njevity, Inc. It contains trade secrets and other
proprietary information, which is the confidential property of Njevity. Neither it nor the
information contained within it is to be distributed, in whole or in part, by any means, including,
but not limited to, printed, magnetic, electronic and verbal, outside of Njevity without prior
authorization.
Prepared by:
Chris Dobkins
November 11, 2009
� o 0
Ti j evi t
y
6140-K6 S Gun Club Rd #222
Aurora, CO 80016
720/870.9700 W
720/870.4627 F
www.nievity.com
The scope of this project is to replace the current QuickBooks system with Dynamics GP. Njevity will
perform our standard SmartStart Premium fixed scope, fixed fee implementation of Dynamics GP.
SUCCESS CRITERIA
The following items have been identified as critical success factors for this implementation:
IM Target Go -Live: TBD
Replace the current QuickBooks system
IM Eliminate the problematic integration between the accounting system and the web site
10 Simplify the billing process
M Allow for future integration with Dynamics CRM and the Web Site
KEY DELIVERABLES
Njevity will deliver the following as part of the scope of this project:
Statement of Work;
IM Project Plan;
Project Budget;
12 Data Conversion Templates;
IM User Acceptance Sign Off Sheets.
' MILESTONES I
Njevity will manage this project to the following milestones:
IM User Acceptance of Initial Data Conversion and System Configuration;
IM End User Training;
User Acceptance of final production Data Conversion;
EIS New Solution is live and operational in a production environment; and
IM User Acceptance of complete system.
HARDWARE AND NETWORK REQUIREMENTS
We will work with you to review the hardware currently in place upon which the Dynamics GP system will
run and will make recommendations to optimize and/or replace equipment to ensure optimal
performance.
Njevity, Inc. CONFIDENTIAL Page 2 of 8
FUTURE PHASE / OUT OF SCOPE ITEMS
The following are not included in this proposal:
® Integration with CRM
El Integration with the Web Site
10 Automated pricing updates
Njevity, Inc. CONFIDENTIAL Page 3 of 8
CONFIDENTIAL
SMARTSTART PACKAGES
CONFIDENTIAL
INCLUDED MODULES
The SmartStart program includes the implementation of the following Dynamics GP modules:
General Ledger
® Accounts Payable
Accounts Receivable
Fixed Assets
Bank Reconciliation
13 Sales Order Processing
10 Purchase Order Processing
10 Inventory/ BOM
Other modules, such as Payroll/HR, may be implemented on a time and materials basis.
SMARTSTART.SERVICES
DEPLOYMENT PLANNING
CONFIDENTIAL
PROJECT MANAGEMENT
CONFIDENTIAL
SOFTWARE INSTALLATION
CONFIDENTIAL
DATA CONVERSION
CONFIDENTIAL
KEY USER TRAINING
Njevity, Inc. CONFIDENTIAL Page 4 of 8
FULL ON -SITE TRAINING
USER ACCEPTANCE TESTING
GO -LIVE COACHING
POST GO -LIVE SUPPORT
CONFIDENTIAL
CONFIDENTIAL
CONFIDENTIAL
CONFIDENTIAL
CONFIDENTIAL
MICROSOFT BUSINESS SOLUTIONS BUSINESS FORMS
CONFIDENTIAL
Njevity, Inc. CONFIDENTIAL Page 5 of 8
Number List Extended
Software Licenses of Users Price Price
Dynamics GP
Business Essentials Full Access Users
Includes:
3 $ 2,250 $ 6,750
General Ledger
Sales Order Processing
FRx Desktop
Purchase Order Processing
Payables Management
Analytical Accounting
Receivables Management
Intercompany
Fixed Asset Management
Encumbrance Management
Bank Reconciliation
Multicurrency
Safe Pay
Landed Cost
Inventory Control
Customization Site License
Smart List Builder
Extender
$ 1,550
$ 1,750
Azox Credit Card Extension $ 5,000
Accountable Software Forms Printer $ 1,500
Total Softvvare`;Licenses
Annual Maintenance -- J Amount
Dynamics GP Business Ready Advantage Plan (18%) $ 1,809
Azox First Year Maintenance $ 1,000
Accountable First Year Maintenance $ 300
;Total Annual Maintenance
Professional Services Amount
SmartStart Premium - Fixed Price Implementation $ 40,000
Total Professional Services $ 40,000
iTotal Price $ 59,659
} -1
IEstimated Monthly Payment (60 Month Finance Plan) $ 1,238
Njevity, Inc. CONFIDENTIAL Page 6 of 8
PURCHASING TERMS
The following are due when the order is placed:
93 100% of the Software License and Annual Maintenance fees;
El 40% of the SmartStart Professional Services
The remainder of the SmartStart Services shall be paid according to the following schedule:
93 30% at User Acceptance Sign -off
0 20% at completion of End User Training
0 10% at Go -Live Sign Off
Time and Materials projects are billed semi-monthly as work is performed.
Njevity, Inc. CONFIDENTIAL Page 7 of 8
This Statement of Scope incorporates the Terms and Conditions of the Master Services Agreement
executed by the Parties.
EXECUTED BY:
North Front Range Transportation and Air Quality
Planning Council
By:
Name:
Title:
Date:
(Authorized Signature)
Njevity, Inc. CONFIDENTIAL Page 8 of 8
current time and materials rates and will
be governed exclusively by the terms and
conditions of this Agreement.
(d) Change Management.. Neither
Customer nor NJEVITY can change the
scope of the work agreed to in a
Statement of Work unless both parties
agree to the change In writing.
2. FEES AND PAYMENT
(a) Time and Materials Projects. All
estimates of hours and costs to complete
a project are estimates unless otherwise
noted in a Statement of Work. Customer
is responsible for paying the actual costs,
whether higher or lower than those
provided in the estimate.
(b) Professional Services. NJEVITY's
Standard Consulting Rate is $150.00 per
hour for all consulting services unless
otherwise agreed to in a Statement of
Work. NJEVITY reserves the right to
change this rate at any time with thirty
(30) days notice to customer.
(c) Out of Pocket Ex eennsgs. Customer
will reimburse to NJEVITY all reasonable
out-of-pocket expenses including but not
limited to car rental, airfare, and hotel
costs. Mileage between Njevity's office
and the Customer site will be reimbursed
at the current IRS Mileage Rate. Receipts
for such charges will be provided upon
request.
(d) Third Party Software. Upon
execution of a Software Purchase
Agreement ("SPA"), Customer shall pay
100% of the total cost of the software,
support and enhancement fees as quoted.
The Third Party Software shall be shipped
to Customer FOB NJEVM's place of
business or FOB Customer's place of
business. Customer shall be deemed to
have accepted the Third Party Software
upon receipt.
in `eve t
(e) Invoicing, Invoices for Professional
Services and Out of Pocket expenses will
be submitted to Customer on a schedule
of NJEVITY`S choosing. Customer agrees
to pay said invoices Net 30 days from
receipt of each invoice. _
(f) Default. Either party may
terminate this Agreement due to a
material breach of this Agreement by the
other party if such material breach
remains uncured for a period of thirty (30)
days following receipt of written notice by
the breaching party.
If Customer is in default of this Section,
NJEVITY reserves the right to remove the
project team from the project and re-
assign the resources to other projects.
Before removal of the project team,
NJEVITY will provide Customer with at
least five (5) days written notice so that
Customer may correct the default.
Customer acknowledges and understands
that certain costs and timing are
associated with the removal of a project
team for reasons of default and have not
been considered in preparation of the
project estimate or any Statements of
Work.
Customer acknowledges and understands
that any costs associated with the removal
and/or subsequent re -assembling of a
project team is the sole responsibility of
Customer and agrees to pay for any costs
related thereto.
(g) Late Payments. Customer may not
withhold or "setoff' any amounts due
under this Agreement. Any late payment
shall be subject to NJEVITY's costs of
collection (including reasonable legal fees
and costs) and shall also bear Interest at
the rate of one and one-half percent
(1.5%) per month (or part thereof) or, if
lower, the highest rate permitted by
applicable law until paid.
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Distribution Requires Prior Written Authorization
3. RESPONSIBILITIES
Upon approval of this Agreement, ,
Customer agrees to all of the following:
(a) Customer will designate a single
Individual to be the primary point of
contact between NJEVITY and Customer.
(b) Customer will provide NJEVITY
personnel access to appropriate facilities,
facility layouts and equipment as needed,
including data centers.
(c) Customer computers will be In a
secure location and protected from
adverse conditions.
(d) Customer will take any steps
necessary to minimize interruptions during
consulting sessions. Excessive
interruptions for phone calls, questions
from the staff or managers, lateness and
similar problems create delays and add to
the cost of system implementation.
(e) Customer will purchase and/or
install any and all appropriate hardware,
operating systems, network connections
and other software licenses that may be
required to operate their systems
according to t€mellnes and specifications
enumerated in the Statement of Work.
(f) Customer will implement and
maintain a reliable data backup system
and disaster recovery plan. Customer is
wholly responsible for ensuring the
effectiveness of said backup system. If
requested, NJEVITY will assist in
developing and implementing such a plan,
at an additional fee.
(g) Customer will implement and
maintain reliable and up-to-date Anti -
Virus and Anti -Intrusion Protection on all
devices connected to the network.
Customer Is wholly responsible for
protecting their systems, network, data,
and proprietary information from
electronic viruses and intrusion. If
requested, NJEVITY will assist in
developing and implementing such a plan,
at an additional fee.
(h) Customer will implement and
maintain a Patch Management and
Deployment plan. Customer is wholly
responsible for ensuring that any device
connected to the network that is running
any version of Windows, Office, Exchange,
Internet Information Services, and/or SQL
Server Is running the latest Service Packs
and Patches available from Microsoft. If
requested, NJEVITY will assist in
developing and implementing such a plan,
at an additional fee.
(€) Customer is encouraged to provide
NJEVITY with secure Remote Access to
their network via Windows Terminal
Services for the facilitation of system
support and maintenance. If requested,
NJEVITY will assist In setting. up this
remote access system, at an additional
fee.
W Customer will ensure that, at a
minimum, all servers are connected to
Uninterruptible Power Supply (UPS) units
and all terminals operate with a high -
quality surge protector. Preferably, UPS
devices would be connected to all
terminals attached to the network.
Customer is wholly responsible for
implementing, maintaining and
periodically testing the UPS and surge
protection devices.
4. WARRANTIES and LIMITATION OF
LIABILITY
(a) NJEVITY warrants to Customer that
NJEVITY has the right to procure for
and/or resell to Customer the Third Party
Software licenses as described in a
Software Purchase Agreement ("SPA"),
pursuant to the terms of this Agreement.
Such software licenses will be governed
by the terms of the Third Party License
Agreement(s) provided with the Third
Party Software.
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Distribution Requires Prior Written Authorization
(b) NJEVITY warrants that it will
perform any services described in this
Agreement or related Statement of Work
in a good and workmanlike manner, in
accordance with the written specifications
or requirements provided and agreed to
by NJEVITY and Customer.
(c) NJEVITY warrants that It hereby
assigns all manufacturer's warranties
under the Software License to Customer.
Such warranties will be in addition to all
other warranties, express, Implied or
statutory. All warranties will survive
acceptance, payment and use by
Customer.
(d) NJEVITY Is neither practicing nor
licensed as Certified Public Accountants.
NJEVITY is not providing professional
accounting services. NJEVITY is solely
attempting to assist Customer in
maintaining appropriate accounting
controls. NJEVITY is not and will not be
responsible for your system of internal
controls. Your accounting firm should be
consulted In conjunction with the
implementation of the System.
(e) EXCEPT AS SET FORTH IN THIS
PARAGRAPH, NJEVITY HEREBY EXPRESSLY
DISCLAIMS, ANY AND ALL
REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS OR IMPLIED,
WHETHER ARISING BY STATUTE OR
OTHERWISE IN LAW OR FROM A COURSE
OF DEALING OR USAGE OF TRADE,
INCLUDING BUT NOT LIMITED TO ANY
WARRANTY OF ACCURACY,
COMPLETENESS, PERFORMANCE,
MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,
NON -INFRINGEMENT OR TITLE.
(f) IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL,
INDIRECT, PUNITIVE, SPECIAL, OR
SIMILAR DAMAGES, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR
LOSS OF PROFITS, LOSS OF GOODWILL,
WORK STOPPAGE, COMPUTER FAILURE
OR MALFUNCTION, LOSS OF WORK
in j eve ty
PRODUCT, OR ANY AND ALL OTHER
COMMERCIAL DAMAGES OR LOSSES,
WHETHER DIRECTLY OR INDIRECTLY
CAUSED, WHETHER IN TORT, CONTRACT,
OR OTHERWISE, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
(g) EXCEPT FOR A BREACH OF -THE
LIMITED WARRANTY SET FORTH HEREIN,
IN NO EVENT SHALL NJEVITY HAVE ANY
LIABILITY TO CUSTOMER FOR DAMAGES
ARISING OUT OF THE USE OR LICENSING
OF THE THIRD PARTY SOFTWARE OR
ARISING UNDER THIS AGREEMENT. IN
NO EVENT SHALL NJEVITY'S LIABILITY TO
CUSTOMER ARISING OUT OF THE USE OR
LICENSING OF THE THIRD PARTY
SOFTWARE OR ARISING UNDER THIS
AGREEMENT, WHETHER IN TORT,
CONTRACT OR OTHERWISE, EXCEED THE
AMOUNT ACTUALLY PAID BY CUSTOMER
FOR THE RELEVANT THIRD PARTY
SOFTWARE.
(h) The limitations contained in this
paragraph shall not apply to any damages
suffered by Customer as a direct result of
any breach by NJEVITY of its obligations
under the "Proprietary Rights and
Confidentiality" section of this Agreement,
or as a direct result of any willful
misconduct or criminal activity by
NJEVITY, its employees, representatives
or agents acting within the scope of their
authority.
S. P OPRIETA Y RIGHTS AND
CONFIDENTIALM
(a) Third Party Software. All title and
ownership rights in the Third Party
Software as set forth in the respective
Third Party Software License
Agreement(s) and related manuals,
instructions and documentation shall
remain with the Third Party, and are
protected by various copyright, patent,
trademark, trade secret and intellectual
property statutes.
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Distribution Requires Prior Written Authorization
(b) Mutual Non Disclosure. NJEVITY
and Customer acknowledge that each
party must disclose certain proprietary,
confidential and trade secret information
to the other during the course of our
dealings and work. Each party agrees to
make no copies of such information
without the prior written consent of the
other and each agrees to not disclose such
Information to unrelated third parties
without the prior written consent of the
other. These commitments shall not
extend to such Information which
(1) Was known and used by the
other prior to the date of the
disclosure as shown by written
records;
(ii) Was known to the public prior
to the date of receipt of any
information obtained hereby;
01013ecame known to the public
after the date it was received hereby
through no act or failure to act on the
part of either party hereto; or
(iv)Corresponds in substance to
information disclosed to the other at
any time by a third party having a
bona fide right to disclose or make the
information available.
(c) Intellectual property. The
Intellectual Property Rights associated
with all work product, deliverables,
discoveries, designs and/or customized
applications developed under this
Agreement by NJEVITY are owned
exclusively by NJEVITY unless otherwise
agreed to by both parties in a statement
of work. Customer has been granted a
non-exclusive, nontransferable right to
use internally any custom applications in
perpetuity. No warranties of any type
are offered on custom code.
S. RECRUITING AND HIRING.
During the term of this Agreement and for
one (1) year thereafter, each party agrees
not to, directly or indirectly, Initiate or
have Initiated employment discussions
with any employee of the other,party, or
to make or have made an offer of
employment to an employee of the other
party, or to hire (whether directly or
indirectly, as a full-time or part-time
employee, consultant, or subcontractor)
an employee of the other party, without
the prior written consent of the other
party.
Each party acknowledges that the
damages caused by breach of this Section
Is and will be difficult to ascertain and
quantify. Consequently, upon a breach of
this Section, the breaching party agrees to
pay to the non -breaching party liquidated
damages within thirty (30) days of such
breach In an amount equal to the
employee's then -current annualized
compensation (including the fair market
value of all salary, benefits, property and
equity and bonus compensation).
Such liquidated damages shall be the non -
breaching party's sole and exclusive
remedy for a breach of this Section.
11,
NJEVITY agrees to defend, indemnify and
hold Customer and its affiliates, and all of
their respective officers, directors, agents
and employees, harmless from and
against any and all claims, including
liabilities, actions, judgments, costs, and
expenses and reasonable attorneys' fees
(collectively "Claims"), asserted by a third
party arising out of or related to:
(i) Any breach or alleged breach of
any of NJEVITY's representations and
warranties hereunder;
Any applications developed by Customer (11) NJEVITY's negligent acts,
shall be the sole and exclusive property of omissions and/or willful misconduct in
Customer and NJEVITY shall have no supplying the Services under this
rights thereto. Agreement;
Confidential Page 5 of 9
Distribution Requires Prior Written Authorization
(ili)Any obligatlons imposed by law
with respect to any withholding taxes,
social security, unemployment or
disability Insurance, or similar items in
connectlon with any payments made
to N]EVITY for the rendering of
Services hereunder; or
(iv)Any claim that the Services
infringe or violate any third party's
copyright, patent, trade secret, or
trademark, or other intellectual
property right.
8. MISCELi.ANEOUS
(a) Successors. This Agreement, as
accepted, shall be binding upon and inure
to the benefit of the parties of.this
agreement and their respective successors
and assigns.
(b) Force Majeure. Neither party
hereto shall have any liability for delay or
non -fulfillment of any terms of this
Agreement caused by any cause not
within such party's direct control (but
excluding financial inability) such as an
act of God, war, rlots or civil disturbance,
strikes, accident, fire, transportation
conditions, labor and/or material
shortages, governmental controls,
regulations and permits and/or
embargoes.
(c) Severability. If any provision of
this Agreement shall be determined to be
vold, Invalid, unenforceable or illegal for
any reason, then the validity and
enforceability of all of the remaining
provlslons hereof shall not be affected
thereby.
Furthermore, If any particular provision of
this Agreement shall be adjudicated to be
Invalid or unenforceable, then such
provision shall be deemed amended by
limiting and reducing it so as to be as
close to the parties' Intent while remaining
valid and enforceable to the maximum
extent compatible with the applicable laws
of such jurisdiction, such amendment only
to apply with respect to the operation of
such provision in the applicable
jurisdiction in which the adjudication Is
made.
(d) Waivers. No failure by either party
to exercise any right arising from a default
by the other party shall Impair that right or
constitute a waiver of It. No waiver by
either party of any covenant to be
performed by the other shall constitute a
waiver of any later breach or covenant.
(e) Reinedies. Unless stated otherwise,
all remedies are cumulative and in addition
to any other remedies available at law or in
equity.
(f) Titles. The titles of the Sections
hereof are for convenience only and do
not In any way limit or amplify the terms
and conditions of this Agreement.
(g) Governing Law. This Agreement
shall be construed and interpreted and its
performance shall be governed by the
laws of the State of Colorado without
regard to conflicts of law principles of any
jurisdiction.
(h) Amendments. This Agreement
may not be modified or amended except
In a writing executed by authorized
representatives of both parties.
(i) Termiadon. Either party may
terminate this Agreement by providing
thirty (30) days written notice to the other
party. Customer agrees to pay NJEVITY
for all services rendered to the date of
termination.
(j) Entire Agreement. This Agreement
contains the entire agreement between
the parties hereto, and supersedes all
other oral or written representations,
statements, promises, agreements and
letters or other expressions of intent of
any kind with respect to the subject
matter hereof between them.
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Distribution Requires Prior Written Authorization
(k) Di es. The parties shall use
reasonable efforts to resolve amicably any
disputes that may relate to or arise under
this Agreement including, if the parties so
agree, non -binding mediation.
Any disputes that cannot be resolved in
such manner shall be settled exclusively
by arbitration conducted under the
auspices of the American Arbitration
Association (the "AAA") in Denver,
Colorado, in accordance with the
Commercial Arbitration Rules of the AAA;
provided that either party may seek
Injunctive relief from any court of
competent jurisdiction.
The award rendered in such arbitration
shall be final, non -appealable and bind the
parties, and any court having jurisdiction
with respect thereto can enter judgment
upon the award.
The prevailing party shall be entitled to
recover, in addition to any other amounts
awarded, an amount for legal and other
related costs and expenses, including
attorneys' fees, Incurred thereby that is
reasonable and equitable In relation to the
award.
(1) Conflict of Interest. The partles
aver that, to their knowledge, their
employees have no interest in and shall
not acquire an interest in, directly or
indirectly, which would conflict in any
manner or degree with the performance
and services required to be performed
under this contract. Additionally, NJEVITY
represents and warrants it currently has
no interest, and shall not acquire any
interest (direct or indirect) that would
conflict in any manner with the
performance of NJEVITY's duties under
this Contract. Further the parties
covenant that they will not employ any
person having an outside interest In the
performance of this contract.
Officers, members, or employees of the
parties who exercise any function or
responsibility in the review or approval of
the undertaking or carrying out of this
contract, shall not: (1) participate in any
decision related to this contract which
affects their personal interest or the
interest of any corporation, partnership,
or association in which they are directly or
Indirectly interested; or (2) have any
interest, directly or indirectly, in this
contract or the proceeds thereof.
(m) Assignment of Rights.
Neither party shall assign or transfer, or
delegate its rights or duties under this
agreement to any third party without the
prior written consent of the other party to
this agreement.
. (n) No NFRT&AQPC Obligations to
Third Parties, In Connection with
performance of the contract, NJEVITY
agrees that, absent the NFRT&AQPC's
express written consent, the NFRT&AQPC
shall not be subject to any obligations or
liabilities to any third party contractor, or
other person or entity that Is not a part to
the Contract. Notwithstanding that the
NFRT&AQPC may have concurred In or
approved any third party contract, the
NFRT&AQPC has no obligations or
liabilities to such entity, including any
third part contractor.
(o) Access to Records. NJEVITY shall
maintain all records and other
documentation pertaining to the project
for a period of three years from the date
of final payment under the term of this
agreement. These records shall be made
available for inspection and audit to the
Department, FHWA, FTA, or the
Comptroller General of the United States,
and copies thereof shall be furnished if
requested.
(p) Obligations to Thlyd Partles.-The
MPO and NJEVITY acknowledge and agree
that, notwithstanding any concurrence by
the federal government in or approval of
the solicitation or award of the underlying
contract, absent the express written
consent by the federal government, the
federal government is not a part to this
Agreement and shall not be subject to any
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obligations or liabilities to the MPO,.
NJEVITY, or any other party (whether or
not a party to this Agreement) pertaining
to any matter resulting from this
Agreement.
(q) Incorporation of FTA Terms This
Agreement Includes certain Standard
Terms and Conditions required by the
federal Department of Transportation
("DOT") and other federal and state
authorities, whether or not expressly set
forth in this Agreement. All contractual
provisions required by DOT, as set forth In
FTA Circular 4220.1F, dated November 1,
2008 and Rev. April 14,2009 are hereby
incorporated by reference. Anything to
the contrary herein notwithstanding, all
FTA mandated terms shall be deemed to
control In the event of a conflict with other
provisions contained in this Agreement.
NJEVITY shall not perform any act, fail to
perform any act, or refuse to comply with
any of the MPO request which would cause
the MPO to be in violation of the FTA
terms and conditions.
(r) Grant Assurance and F dq eral
Requirements. This Agreement Involves
the expenditure of federal funds, which
requires the MPO and NJEVITY at all times
during the execution of this Agreement to
adhere to and comply with all applicable
federal laws and regulations, as they
currently exist and may hereafter be
amended, which are incorporated herein
by this reference as terms and conditions
of this Agreement. A none -exhaustive list
of federal laws and regulations that may
be applicable is included below. By
signing this Agreement, NJEVITY avers
that It Is their responsibility to be aware of
the requirements that may be imposed by
the following federal laws and regulations,
and others not listed, that he or she is
aware of any such requirements, and that
he or she will comply with all applicable
laws and regulations. (1) Laws and
regulations prohibiting false claims and
statement from being made to the federal
government, 31 U.S.C.A § 3801, et seq.,
49 C.F.R. Part 31, and 18 U.S.C.A § 1001
in j eyit
(2) b. Federal privacy law, 5 U.S.C.A
§552 (3) c. Nondiscrimination and equal
employment opportunity laws in
accordance with Title VI of the Civil Rights
Act, 42 U.S.C.A §2000d; § 303 of the Age
Discrimination Act of 1975, 42 U.S.C.A
§6102; §202 of the Americans with
Disabilities Act of 1990, 42 U.S.C.A
§12132 ("ADA")' and the Federal transit
law, 49 U.S.X. § 5332 (4) d. Mandatory
standards and policies relating to energy
efficiency that are contained in the state
energy conservation plan issued In
compliance with the Energy Policy and
Conservation Ace, 42 U.S.C.A
(s) Independent Contractor. NJEVITY
shall perform its duties hereunder as an
Independent contractor and not as an
employee. Neither NJEVITY nor any agent
or employee of NJEVITY shall be or shall
be deemed to be an agent or employee of
the NFRT&AQPC. NJEVITY shall pay when
due all required employment taxes and
income taxes and local head taxes on any
monies paid by the NFRT&AQPC pursuant
to this contract. NJEVITY acknowledges
that it and its employees are not entitled
to unemployment insurance benefits
unless It or a third party provides such
coverage, and that the NFRT&AQPC does
not pay for or otherwise provide such
coverage. NJEVITY shall have no
authorization, express or implied, to bind
the NFRT&AQPC to any agreement,
liability or understanding, except as
expressly set forth herein. NJEVITY shall
provide and keep in force workers
compensation (and provide proof of such
Insurance when requested by the
NFRT&AQPC) and unemployment
compensation insurance in the amount
required by law and shall be solely
responsible for its acts and those of Its
employees and agents.
(t) Ngn-Discriminatlon. NJEVITY
agrees to comply with the letter and the
spirit of all applicable State and federal
laws respecting discrimination and unfair
employment practices.
Confidential Page 8 of 9
Distribution Requires Prior Written Authorization
(u) Sob=ra Piracy Prohlbitiolis. No
state or other public funds payable under
this contract shah be used for the
acquisition, operation, or maintenance of
computer software In violation of federal
copyright laws or applicable licensing
restrictions. NJEVtTY hereby certlffes that, Por the term of this contract and any
extensions, NJEVITY has In place'
appropriate systems and controls to
prevent such Improper use of public
funds. If the NPRT&AQPC determines that
NJEVrrY is in violation of this paragraph,
the NFT&AQPC may exercise any remedy
available at law or equity or under this -
contract, Including, without Iiniltation,
immediate termination of the contract and
any remedy consistent with federal
copyright laws or applicable licensing
restrictions.
in jeyity
All notices must be In writing and shall be
deemed properly given If sent by
reputable overnight courier, fax
transmittal (with appropriate confirmation
and letter copy sent within one business
day thereafter), hand delivery during
regular business hours or by certified
mail, return receipt requested, to the
addresses set forth below:
NJEVIT!
6I.40-K6 S. Gun Club Road #222
Aurora, CO 80016
(720) 870-4627 fax
Attentiori: Chris Dobkin, President
,uon4, Fiv-V- 4-16 Y~5?-/1c„►'wr1
l�ita► vn : Cn,cr;,,1 �G,{��
IN WITNESS WHEREOF, NIEVITY and Customer have caused this Agreement to be
executed by their duly authorized 'representatives as of the effective date.
EXECUTED 8Y: EXECUTED BY:
NJEVITY, INC
BY: gy_
(Authorized Signature) (u orized S 'nature'
Name:. fi t%674 Dadcdlsoh
Title:Xe�r,
Name:
Title: �it�8✓t�t�
Cenffdentlel - Pape 9 of 9
6lstributlon RHqulres PrWr Written Authorization