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CONTRACT 5825 Service AgreementAgreement No. 5825 VECTOR SOLUTIONS SOFTWARE AS A SERVICE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO ("CITY") AND TARGETSOLUTIONS LEARNING, LLC DBA VECTOR SOLUTIONS ("VECTOR SOLUTIONS") THIS AGREEMENT is entered into on this 311 day of October, 2019 ("Effective Date") by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and TARGETSOLUTIONS LEARNING, LLC, dba VECTOR SOLUTIONS ("VECTOR SOLUTIONS"), with offices at 4890 W. Kennedy Blvd., Suite 300, Tampa, Florida, 33609. WHEREAS, CITY wishes to receive software as a service with respect to its labor scheduling requirements, and VECTOR SOLUTIONS desires to provide this service to CITY. The parties agree to as follows: 1. CONSIDERATION. A. As partial consideration, VECTOR SOLUTIONS agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, VECTOR SOLUTIONS and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay VECTOR SOLUTIONS a sum not to exceed $25,000 over the life of the agreement for VECTOR SOLUTIONS' S services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. TERM. The term of this Agreement will be for three (3) years commencing on the Effective Date, and will automatically renew, on an annual basis, on its anniversary date unless otherwise terminated pursuant to Section 9. 3. SCOPE OF SERVICES. A. VECTOR SOLUTIONS will perform services listed in the Statement of Work, attached as Exhibit "A," which is incorporated by reference and also outlined below. B. This Agreement sets forth the terms and conditions under which VECTOR SOLUTIONS agrees to license to CITY certain hosted software and provide all other 1 Agreement No. 5825 services necessary for productive use of such software. Subject to the terms and conditions of the Agreement, VECTOR SOLUTIONS grants to CITY a renewable, irrevocable (except as provided for herein), non-exclusive, non- transferable right for any CITY employee, contractor, or agent, or any other individual or entity authorized by CITY, (each, an "Authorized User") to access and use the services identified in Exhibit A (the "Services") for the purpose of scheduling employees and employee resourcing purposes. CITY may use the Services in executable web -based format for its own use. CITY may not, however, transfer or sublicense the Services to any third party, in whole or in part, in any form, whether modified or unmodified. Other than those limitations expressly described in this Agreement and its Exhibit A, Authorized Users will have no other limitations on their access or use of the Software. C. For the purposes of I I U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a license grant of intellectual property in software form to CITY by VECTOR SOLUTIONS. D. VECTOR SOLUTIONS shall not enter into any subcontracts for the performance of the Services, , without CITY's prior written consent. VECTOR SOLUTIONS's use of subcontractors shall not relieve VECTOR SOLUTIONS of any of its duties or obligations under this Agreement. E. The documentation for the Services, such as knowledge base and support resources and features and benefits documentation (the "Documentation") will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. CITY shall have the right to make any number of additional copies ofthe Documentation at no additional charge. F. VECTOR SOLUTIONS will not diminish the functionality of the services while the Agreement is in effect. 4. CITY OBLIGATIONS. A. Coniviiance. CITY shall be responsible for Users' compliance with this Agreement and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. B. ldentifv Users. CITY shall (i) provide a listing of its designated/enrolled Users; (ii) cause each of its Users to complete a profile; (iii) maintain user database by adding and removing Users as appropriate; and (iv) when purchasing asset inventory management Services, identify stations, vehicles, drug safes, and other service specific details, as may be applicable. C. Future Functionality. CITY agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features. Agreement No. 5825 5. CONSIDERATION TO VECTOR SOLUTIONS. A. CITY shall pay to VECTOR SOLUTIONS the Service Fees set forth in Exhibit A attached hereto. Any sum due VECTOR SOLUTIONS for Services for which payment is not otherwise specified shall be due and payable thirty (30) days after receipt by CITY of an invoice from VECTOR SOLUTIONS. B. License fees do not include any shipping, duties, bank fees, sales, use, excise or similar taxes due. If VECTOR SOLUTIONS is required to pay any such amounts, CITY shall reimburse VECTOR SOLUTIONS in full. C. VECTOR SOLUTIONS represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. VECTOR SOLUTIONS agrees that CITY is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for VECTOR SOLUTIONS. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by VECTOR SOLUTIONS. D. The Services will not be suspended while CITY is reasonably disputing any amount due to the VECTOR SOLUTIONS, or any unpaid but undisputed amount due to VECTOR SOLUTIONS is less than ninety (90) business days in arrears. 6. INTENTIONALLY OMITTED. 7. OWNERSHIP PROPRIETARY RIGHTS. A. The Services, including translations, compilations, partial copies, modifications, and updates, are the property of VECTOR SOLUTIONS. VECTOR SOLUTIONS warrants that it is the lawful licensee or owner of the Services (excluding any CITY Data therein) and has all the necessary rights in the Services to grant the use of the Services to CITY. B. CITY recognizes that VECTOR SOLUTIONS regards the Software it has developed to deliver the Services as its proprietary information and as confidential trade secrets of great value. CITY agrees not to provide or to otherwise make available in any form the Software, or any portion thereof, to any person other than Authorized Users of CITY without the prior written consent of VECTOR SOLUTIONS. CITY further agrees to treat the Software with at least the same degree of care with which CITY treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Software. C. CITY acknowledges that VECTOR SOLUTIONS alone (and its licensors, where applicable) shall own all rights, title and interest in and to VECTOR SOLUTIONS' software, website or technology, the course content, translations, compilations, partial copies, modifications, and updates, and the Services provided by VECTOR SOLUTIONS, Agreement No. 5825 as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by CITY, and this Agreement does not convey to the CITY any rights of ownership to the same. The Vector Solutions name and logo are trademarks of VECTOR SOLUTIONS, and no right or license is granted to the CITY to use them. D. Except as otherwise agreed in writing or to the extent necessary for the CITY to use the Services in accordance with this Agreement, CITY shall not: (i) copy the course content in whole or in part; (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course content or Services in whole or in part; (iii) embed the course content into other products; (iv) use any trademarks, service marks, domain names, logos, or other identifiers of VECTOR SOLUTIONS or any of its third party suppliers; or (v) reverse engineer, decompile, disassemble, or access the source code of any VECTOR SOLUTIONS software. 7. INDEMNIFICATION. A. Indemnification for Professional Services. Subject to the Limitation of Liability set forth in Section 15 below, VECTOR SOLUTIONS will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by VECTOR SOLUTIONS or any of VECTOR SOLUTIONS's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. B. Indemnification for other Damages. Subject to the Limitation of Liability set forth in Section 15 below,VECTOR SOLUTIONS indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, VECTOR SOLUTIONS will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. S. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, VECTOR SOLUTIONS will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Agreement No. 5825 Type of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," VECTOR SOLUTIONS will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover VECTOR SOLUTIONS for all claims made by CITY arising out of any errors or omissions of VECTOR SOLUTIONS, or its officers, employees or agents during the time this Agreement was in effect. D. VECTOR SOLUTIONS will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." E. Should VECTOR SOLUTIONS, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at VECTOR SOLUTIONS's expense and deduct the cost of such insurance from payments due to VECTOR SOLUTIONS under this Agreement or terminate. 9. TERMINATION. If either Party materially fails to comply with any of the material terms and conditions of this Agreement, including without limitation the payment of any undisputed subscription license fee or reimbursement due and payable under this Agreement, the non -defaulting Party may terminate this Agreement upon thirty (30) days written notice to the defaulting Agreement No. 5825 party specifying such breach, unless within the period of such notice, all breaches specified therein have been remedied. In the event that VECTOR SOLUTIONS terminates this Agreement for cause, VECTOR SOLUTIONS will retain all subscription license fees already paid, including pre-paids. These fees will not be refunded to CITY. In the event CITY terminates this Agreement, the prorated license fee for the paid portion of the subscription will not be refunded. Upon termination, CITY must immediately discontinue use of the system. 10. TERMINATION CERTIFICATE. In the event of termination, CITY will immediately discontinue use of the Services. Within ten (10) days after termination of this Agreement and at request of CITY, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to VECTOR SOLUTIONS), VECTOR SOLUTIONS will furnish to CITY a onetime SQL database dump containing all pertinent VECTOR SOLUTIONS data in the system if requested. Further, VECTOR SOLUTIONS shall certify to CITY the destruction of any CITY Data within the possession or control of VECTOR SOLUTIONS but such destruction shall occur only after the CITY Data has been returned to CITY. 11. MAINTENANCE SUPPORT. VECTOR SOLUTIONS will provide to CITY the following support with respect to the Services. As part of the Services, VECTOR SOLUTIONS shall provide bug fixes, corrections, modifications, enhancements, upgrades, hot -fixes and new releases to the base platform to maintain the functionality of the Services. In addition: A. If during the term of this Agreement, CITY notifies VECTOR SOLUTIONS of a substantial program error respecting the Software, outside of customized modules or programming done for client, or VECTOR SOLUTIONS has reason to believe that error exists in the Software and so notifies CITY, VECTOR SOLUTIONS shall at its expense verify and attempt to correct such error within thirty (30) working days after the date of notification. If CITY is not satisfied with the correction, then CITY may terminate this Agreement, but without refund of any amount paid to VECTOR SOLUTIONS or release of any amounts due VECTOR SOLUTIONS at the time of termination. This does not include any bugs or trouble -shooting related to `customization' work done on behalf of CITYS request. B. In the case that CITY has technical questions in the use of the Software during the term of this Agreement, CITY may submit those questions to VECTOR SOLUTIONS via an online help desk support ticket system provided by VECTOR SOLUTIONS. VECTOR SOLUTIONS shall make every effort to respond to such questions within 24 hours. C. If CITY desires to have VECTOR SOLUTIONS alter the base software system to fit specific needs, (e.g., `Customization'), such time should be billed at a rate of $45.00 / hour. Bug testing and trouble -shooting the custom code will be subject to the same billing rate herein. N Agreement No. 5825 12. DELIVERY OF SERVICES. VECTOR SOLUTIONS shall deliver the Services promptly after receipt of the purchase order and export license (if required). VECTOR SOLUTIONS will not knowingly introduce computer viruses, malware, or similar items (collectively, a "Virus") into CITY's computing and network environment. 13. WARRANTY AND DISCLAIMER. A. Mutual Representations and Warranties. Each party represents and warrants that it has full authority to enter into this Agreement and to fully perform its obligations hereunder. B. VECTOR SOLUTIONS licenses, and CITY accepts, the Services "AS IS. " VECTOR SOLUTIONS PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH CITY. VECTOR SOLUTIONS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CITY'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. C. WORKPLACE SAFETY IS THE CITY'S RESPONSIBILITY. THAT DUTY CANNOT BE DELEGATED AND VECTOR SOLUTIONS ACCEPTS NO DELEGATION OF THAT DUTY. VECTOR SOLUTIONS WILL ASSIST THE CITY BY PROVIDING SPECIFIC SERVICES FOR WHICH THE CITY HAS CONTRACTED. 14. INTELLECTUAL PROPERTY INDEMNITY. VECTOR SOLUTIONS will defend at its own expense any action brought against CITY to the extent it is based on a claim that the Services used within the scope of the services provided hereunder infringe a United States trademark, copyright or other proprietary right of a third party. VECTOR SOLUTIONS will pay any costs, damages or attorney fees finally awarded against CITY in such action which are attributable to such claim, provided VECTOR SOLUTIONS is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that the Services become, or in VECTOR SOLUTIONS's opinion is likely to become, the subject of a claim of infringement of a United States trademark, copyright or trade secret, VECTOR SOLUTIONS may at its option either secure CITY's right to continue using the Services, replace or modify the Services to make them not infringing, or provide CITY with a refund of the prepaid fees. The foregoing states CITY's entire liability for infringement or claims of infringement of Agreement No. 5825 trademark, copyrights or other intellectual property right. VECTOR SOLUTIONS's agreement to indemnify the CITY pursuant to this section is not subject to Section 15's Limitation of Liability. 15. LIMITATION OF LIABILITY. VECTOR SOLUTIONS' LIABILITY TO THE CITY UNDER SECTION 7 A and B OF THIS AGREEMENT FOR ALL DAMAGES FINALLY AWARDED INCLUDING WITHOUT LIMITATION DIRECT DAMAGES, SHALLBE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY THE CITY TO VECTOR SOLUTIONS FOR THE PRECEDING TWELVE (12) MONTHS. IN NO EVENT SHALL VECTOR SOLUTIONS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY. VECTOR SOLUTIONS WILL MAINTAIN COMMERCIAL GENERAL LIABILITY INSURANCE WITH NO LESS THAN $1 MILLION COVERAGE AS WELL AS PROFESSIONAL LIABILITY (E&O) COVERAGE DURING THE LIFE OF THE CONTRACT. 16. NOTICES. All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: VECTOR SOLUTIONS City of El Segundo Fire Department 4890 W. Kennedy Boulevard, Suite 300 314 Main Street Tampa, FL 33609 El Segundo, CA 90245 Attention: Legal Counsel Attention: Chief Christopher Donovan 17. SUCCESSORS. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein. 8 Agreement No. 5825 18. SEVERABILITY. In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part. 19. GOVERNINGLAW/FORUM. This Agreement shall be governed and interpreted by the laws of the State of California, Los Angeles County, California shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction. 20. NON -ASSIGNMENT. This Agreement and the services provided by it may not be assigned, sublicensed, or otherwise transferred by CITY without the prior written consent of VECTOR SOLUTIONS. Notwithstanding the foregoing, VECTOR SOLUTIONS may freely assign or transfer any or all of its rights without the CITY's consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 21. EXPORT REGULATIONS. CITY understands that VECTOR SOLUTIONS is subject to regulation by agencies of the U.S. Government, including the U.S. Departments of Commerce and State, which prohibit export or diversion of certain technical products to certain countries. CITY warrants that it will comply in all respect with the export and re-export restrictions set forth in the export license for the Services and all other applicable export regulations. CITY agrees to indemnify and hold VECTOR SOLUTIONS harmless from any loss, damages, liability or expenses incurred by VECTOR SOLUTIONS as a result of CITY's failure to comply with any export regulations or restrictions. 22. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in CITY's purchase order or VECTOR SOLUTIONS's order acknowledgment forms. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written by their duly authorized representatives below. 9 CITY OF EL SEGUNDO Scott Mitnick, City Manager AT' Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark Hensley, City Attorney A[-IPR VED AS TO TECHNICAL S FIC TIO S Charles Mallo , Director of In ,ortnation Ser ices Insurance Approved by: 10 Agreement No. 5825 TARGETSOLUTIONS LEARNING, LLC, d a VECTOR SOLUTIONS ............................. .... Brandi Howe _......... Director, Account Management Taxpayer ID No. Florida Entity #: CREW i,.."SEMS �iwiwwr CrewSense, LLC 1867 Williams HWY #211 Grants Pass, OR 97527 Bill To EI Segundo Fire Department 350 Main Street EI Segundo, California 90245 Agreement No. 5825 Estimate Date Expiry Date Sales person Estimate # 20171392 04/29/2019 06/29/2019 Treva Aguinaga U Pro Plan -Annual 60.00 59.88 3,592.80 Annual fee for Pro Plan -60 users. Recurs every 12 months. 2 Pro Support 12.00 99.00 1,188.00 Pro Support plan annual. Sub Total 4,780.80 Total $4,780.80 Notes Quote above is all inclusive and includes all modules of the CrewSense Pro platform. There are no additional startup costs or extra fee's (excluding custom programming requests, implementation services or optional onsite training, if requested). We look forward for your business. Terms & Conditions Quote valid for 60 days. Agreement No. 5825 EXHIBIT A Statement of Services (Primary) SERVICES SERVICE EEE ANNUAL FEE E INCREASE UPTIME NOTES A. SERVICES: I . Access and Use. VECTOR SOLUTIONS will provide CITY a non-exclusive, non -transferable, revocable, limited license to remotely access and use the software as a service ("Services") hereunder and, unless prohibited by law, will provide access to any person designated by CITY ("Users"). 2. Availability. VECTOR SOLUTIONS shall use commercially reasonable efforts to provide access to and use of the Services by CITY'S Users twenty-four (24) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages and other outages beyond VECTOR SOLUTIONS' control. 3. Heln Desk. VECTOR SOLUTIONS will assist Users as needed on issues relating to usage via Help Desk five (5) days per week at scheduled hours. 4. l rades and Undates. VECTOR SOLUTIONS may update or upgrade the Services at any time at its discretion. Without paying additional compensation, CITY will receive access to any general upgrades and updates to the Services licensed from VECTOR SOLUTIONS, which upgrades and/or updates VECTOR SOLUTIONS makes generally available to its other clients. All updates and upgrades to the Services are subject to the terms and conditions of this Agreement. B. SERVICE FEE: VECTOR SOLUTIONS Pro Platform $4.99/user/per month $0/year A user is a unique person / user profile within the VECTOR SOLUTIONS platform whose status is `active.' C. ANNUAL FEE INCREASE: Annual per user pricing to increase no more than 2% every 12 months, starting from the `Initial term' referenced in section `TERM' of agreement. NOTES: Access to the VECTOR SOLUTIONS API will be included at no extra charge during the life of the agreement. Software system will be provided as a cloud hosted Software as a Service (SaaS); hosted and maintained by VECTOR SOLUTIONS. 11 Agreement No. 5825 Software system will be hosted solely from within the continental United States and on computing and data storage devices residing therein. D. UPTIME: 99.9% up -time is guaranteed. For any calendar month where the Services up -time percentage is less than 99.9%, CITY shall be due a Performance Credit of 10% of the Service Fee (as calculated on a monthly basis for the reporting month) for each full 1% reduction in percentage up -time. Hourly database `snap -shots' of CITY data will performed and stored in redundant, off-site backup locations; fully encrypted within AWS S3. VECTOR SOLUTIONS is responsible for orderly and timely recovery of CITY data in the event that the Services may be interrupted. Service fee excludes any taxes, shipping and/or insurance charges, and any bank transfer fees. E. OPTIONAL SERVICES FEE On-site Training $ 400 per day per trainer (I trainer per 8 attendees. CITY must approve prior to booking) On-site Training Travel Round trip air, car and hotel from KMFR Custom Development $ 45 / hour (quoted per project) 12 CREW &S E N S E CrewSense, LLC 1867 Williams HWY #211 Grants Pass, OR 97527 Bill To EI Segundo Fire Department 350 Main Street EI Segundo, California 90245 Agreement No. 5825 Estimate Date Expiry Date Sales person Estimate # 20171392 04/29/2019 06/29/2019 Treva Aguinaga 1 ProPlan-Annual 60.00 59.88 3,592.80 Annual fee for Pro Plan -60 users Recurs every 12 months. 2 Pro Support 12.00 99.00 1,188.00 Pi o Support plan annual Sub Total 4,780.80 Total $4,780.80 Notes Quote above is all inclusive and includes all modules of the CrewSense Pro platform. There are no additional startup costs or extra fee's (excluding custom programming requests, implementation services or optional onsite training, if requested). We look forward for your business. Terms & Conditions Quote valid for 60 days.