HomeMy WebLinkAbout23 - Professional Services Agreements - Pace Systems Inc. - Pace Scheduler Software DocuSign Envelope ID:C31495AE-8DF3-4261-A7AD-930CCB923AA2
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this end day of May , 2023
("Effective Date"), by and between the CITY OF BOZEMAN, MONTANA, a self-governing
municipal corporation organized and existing under its Charter and the laws of the State of Montana,
121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230,Bozeman,MT
59771, hereinafter referred to as "City," and, Pace Systems Inc. hereinafter referred to as
"Contractor." The City and Contractor may be referred to individually as "Party" and collectively as
"Parties."
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor to perform for City
services described in the Scope of Services attached hereto as Exhibit A and by this reference made
a part hereof.
2. Term/Effective Date: This Agreement is effective upon the Effective Date for a
period of one year unless earlier terminated in accordance with this Agreement.
3. Scope of Services: Contractor will perform the work and provide the services
scheduling software for the Bozeman Police Department in accordance with the requirements of the
Scope of Services. For conflicts between this Agreement and the Scope of Services, unless
specifically provided otherwise, the Agreement governs. Contractor agrees to be bound by its
responses to the City's Cloud Questions, attached to this Agreement as Exhibit B and made part of
this Agreement. Such responses constitute material consideration for the City to enter into this
Agreement and the responses are material representations regarding the Contractor's performance.
4. Payment: City agrees to pay Contractor the amount specified in the Scope of
Services, Exhibit A. Any alteration or deviation from the described services that involves additional
costs above the Agreement amount will be performed by Contractor after written request by the City,
and will become an additional charge over and above the amount listed in the Scope of Services. The
City must agree in writing upon any additional charges.
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5. Contractor's Representations: To induce City to enter into this Agreement,
Contractor makes the following representations:
a. Contractor has familiarized itself with the nature and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules,
and regulations that in any manner may affect cost,progress or performance of the Scope of Services.
b. Contractor represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform the services in a professional,
competent and timely manner and with diligence and skill; that it has the power to enter into and
perform this Agreement and grant the rights granted in it; and that its performance of this Agreement
shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark,
privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal,
state and municipal laws. The City will not determine or exercise control as to general procedures or
formats necessary to have these services meet this warranty.
6. Independent Contractor Status/Labor Relations: The parties agree that Contractor
is an independent contractor for purposes of this Agreement and is not to be considered an employee
of the City for any purpose. Contractor is not subject to the terms and provisions of the City's
personnel policies handbook and may not be considered a City employee for workers' compensation
or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in
any dealings between Contractor and any third parties.
Contractor shall comply with the applicable requirements of the Workers' Compensation Act,
Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of
Montana,Title 39, Chapter 71,MCA. Contractor shall maintain workers' compensation coverage for
all members and employees of Contractor's business, except for those members who are exempted
by law.
Contractor shall furnish the City with copies showing one of the following: (1) a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
In the event that, during the term of this Agreement, any labor problems or disputes of any
type arise or materialize which in turn cause any services to cease for any period of time, Contractor
specifically agrees to take immediate steps, at its own expense and without expectation of
reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific
steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that
Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief
to the City so as to permit the services to continue at no additional cost to City.
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Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
connection with any labor problems or disputes or any delays or stoppages of work associated with
such problems or disputes.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and
hold harmless the City, its agents, representatives, employees, and officers (collectively referred to
for purposes of this Section as the City) from and against any and all claims, demands, actions, fees
and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses,
expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or
damages of whatever kind or nature connected therewith and without limit and without regard to the
cause or causes thereof or the negligence of any party or parties that may be asserted against,
recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or
in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii)
any negligent, reckless, or intentional misconduct of any of the Contractor's agents.
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses, including reasonable defense attorney fees, to the extent caused by the negligence or
intentional misconduct of the Contractor or Contractor's agents or employees.
Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations
of indemnity that would otherwise exist. The indemnification obligations of this Section must not be
construed to negate, abridge, or reduce any common-law or statutory rights of the City as
indemnitee(s)which would otherwise exist as to such indemnitee(s).
Contractor's indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by City.
Should the City be required to bring an action against the Contractor to assert its right to
defense or indemnification under this Agreement or under the Contractor's applicable insurance
policies required below, the City shall be entitled to recover reasonable costs and attorney fees
incurred in asserting its right to indemnification or defense but only if a court of competent
jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to
indemnify the City for a claim(s) or any portion(s)thereof.
In the event of an action filed against the City resulting from the City's performance under
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this Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
Contractor also waives any and all claims and recourse against the City, including the right of
contribution for loss or damage to person or property arising from, growing out of, or in any way
connected with or incident to the performance of this Agreement except "responsibility for [City's]
own fraud, for willful injury to the person or property of another, or for violation of law, whether
willful or negligent" as per 28-2-702, MCA. Notwithstanding anything to the contrary stated in this
Agreement, Contractor does not waive any claim or recourse against the City (including
indemnification and reimbursement of its legal fees) for any infringement or usurpation of its
intellectual property in violation of the Contractor's Terms and Provisions set forth in its Exhibit A.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above,Contractor shall at Contractor's expense secure
insurance coverage through an insurance company or companies duly licensed and authorized to
conduct insurance business in Montana which insures the liabilities and obligations specifically
assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion
for liabilities specifically assumed by the Contractor in this Section.
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
expenses that may be asserted or claimed against, recovered from, or suffered by the City without
limit and without regard to the cause therefore and which is acceptable to the City. Contractor shall
furnish to the City an accompanying certificate of insurance and accompanying endorsements in
amounts not less than as follows:
• Workers' Compensation—statutory;
• Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
• Automobile Liability- $1,000,000 property damage/bodily injury per accident; and
• Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City shall be endorsed as an
additional or named insured on a primary non-contributory basis on the Commercial General,
Employer's Liability, and Automobile Liability policies. The insurance and required endorsements
must be in a form suitable to City and shall include no less than a thirty(30)day notice of cancellation
or non-renewal. Contractor shall notify City within two (2) business days of Contractor's receipt of
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notice that any required insurance coverage will be terminated or Contractor's decision to terminate
any required insurance coverage for any reason.
The City must approve all insurance coverage and endorsements prior to the Contractor
commencing work.
8. Termination for Contractor's Fault:
a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails
to perform any of its obligations under this Agreement, or otherwise breaches any terms or
conditions of this Agreement, the City may, by written notice, terminate this Agreement and
the Contractor's right to proceed with all or any part of the work ("Termination Notice Due
to Contractor's Fault"). The City may then take over the work and complete it, either with its
own resources or by re-letting the contract to any other third party.
b. In the event of a termination pursuant to this Section 8, Contractor shall be
entitled to payment only for those services Contractor actually rendered.
C. Any termination provided for by this Section 8 shall be in addition to any other
remedies to which the City may be entitled under the law or at equity.
d. In the event of termination under this Section 8, Contractor shall, under no
circumstances, be entitled to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature arising, or claimed to have arisen, as a result of the termination.
9. Termination for City's Convenience:
a. Should conditions arise which, in the sole opinion and discretion of the City,
make it advisable to the City to cease performance under this Agreement, the City may
terminate this Agreement by written notice to Contractor ("Notice of Termination for City's
Convenience"). The termination shall be effective in the manner specified in the Notice of
Termination for City's Convenience and shall be without prejudice to any claims that the City
may otherwise have against Contractor.
b. Upon receipt of the Notice of Termination for City's Convenience, unless
otherwise directed in the Notice, the Contractor shall immediately cease performance under
this Agreement and make every reasonable effort to refrain from continuing work, incurring
additional expenses or costs under this Agreement and shall immediately cancel all existing
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orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as
may be necessary to preserve, protect, and maintain work already completed or immediately
in progress.
C. In the event of a termination pursuant to this Section 9, Contractor is entitled
to payment only for those services Contractor actually rendered on or before the receipt of the
Notice of Termination for City's Convenience.
d. The compensation described in Section 9(c) is the sole compensation due to
Contractor for its performance of this Agreement. Contractor shall, under no circumstances,
be entitled to claim or recover consequential, special,punitive, lost business opportunity, lost
productivity, field office overhead, general conditions costs, or lost profits damages of any
nature arising, or claimed to have arisen, as a result of the termination.
10. Limitation on Contractor's Damages; Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement,
Contractor's damages shall be limited to contract damages and Contractor hereby expressly
waives any right to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits
damages of any nature or kind.
b. In the event Contractor wants to assert a claim for damages of any kind or
nature, Contractor shall provide City with written notice of its claim, the facts and
circumstances surrounding and giving rise to the claim, and the total amount of damages
sought by the claim, within sixty (60) days of the facts and circumstances giving rise to the
claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights
to assert such claim.
11. Representatives and Notices:
a. City's Representative: The City's Representative for the purpose of this
Agreement shall be Captain Joseph Swanson of the Bozeman Police Department or such
other individual as City shall designate in writing. Whenever approval or authorization from
or communication or submission to City is required by this Agreement, such communication
or submission shall be directed to the City's Representative and approvals or authorizations
shall be issued only by such Representative;provided,however,that in exigent circumstances
when City's Representative is not available, Contractor may direct its communication or
submission to other designated City personnel or agents as designated by the City in writing
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and may receive approvals or authorization from such persons.
b. Contractor's Representative: The Contractor's Representative for the
purpose of this Agreement shall be Frank Provenzano or such other individual as Contractor
shall designate in writing. Whenever direction to or communication with Contractor is
required by this Agreement, such direction or communication shall be directed to Contractor's
Representative; provided, however, that in exigent circumstances when Contractor's
Representative is not available, City may direct its direction or communication to other
designated Contractor personnel or agents.
C. Notices: All notices required by this Agreement shall be in writing and
shall be provided to the Representatives named in this Section. Notices shall be deemed given
when delivered,if delivered by courier to Party's address shown above during normal business
hours of the recipient; or when sent, if sent by email or fax (with a successful transmission
report) to the email address or fax number provided by the Party's Representative; or on the
fifth business day following mailing, if mailed by ordinary mail to the address shown above,
postage prepaid.
12. Permits: Contractor shall provide all notices, comply with all applicable laws,
ordinances,rules,and regulations,obtain all necessary permits,licenses, including a City of Bozeman
business license, and inspections from applicable governmental authorities, and pay all fees and
charges in connection therewith.
13 Laws and Regulations: Contractor shall comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all workers'
compensation laws, all environmental laws including, but not limited to, the generation and disposal
of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and
provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and
State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination,
affirmative action, and utilization of minority and small business statutes and regulations.
14. Nondiscrimination and Equal Pay: The Contractor agrees that all hiring by
Contractor of persons performing this Agreement shall be on the basis of merit and qualifications.
The Contractor will have a policy to provide equal employment opportunity in accordance with all
applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will
not refuse employment to a person, bar a person from employment, or discriminate against a person
in compensation or in a term, condition, or privilege of employment because of race, color, religion,
creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation,
gender identity, physical or mental disability, except when the reasonable demands of the position
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require an age, physical or mental disability, marital status or sex distinction. The Contractor shall
be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United
States Code, and all regulations promulgated thereunder.
Contractor represents it is, and for the term of this Agreement will be, in compliance with the
requirements of the Equal Pay Act of 1963 and Section 39-3-104,MCA(the Montana Equal Pay Act).
Contractor must report to the City any violations of the Montana Equal Pay Act that Contractor has
been found guilty of within 60 days of such finding for violations occurring during the term of this
Agreement.
Contractor shall require these nondiscrimination terms of its subcontractors providing services
under this Agreement.
15. Intoxicants;DOT Drug and Alcohol Regulations/Safety and Training: Contractor
shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs,
by any employee or agent engaged in services to the City under this Agreement while on City property
or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of
and shall comply with its responsibilities and obligations under the U.S.Department of Transportation
(DOT)regulations governing anti-drug and alcohol misuse prevention plans and related testing. City
shall have the right to request proof of such compliance and Contractor shall be obligated to furnish
such proof.
The Contractor shall be responsible for instructing and training the Contractor's employees
and agents in proper and specified work methods and procedures. The Contractor shall provide
continuous inspection and supervision of the work performed. The Contractor is responsible for
instructing its employees and agents in safe work practices.
16. Modification and Assignability: This Agreement may not be enlarged, modified or
altered except by written agreement signed by both parties hereto. The Contractor may not
subcontract or assign Contractor's rights, including the right to compensation or duties arising
hereunder,without the prior written consent of the City. Any subcontractor or assignee will be bound
by all of the terms and conditions of this Agreement.
17. Reports/Accountability/Public Information: Contractor agrees to develop and/or
provide documentation as requested by the City demonstrating Contractor's compliance with the
requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Contractor pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
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Contractor shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
18. Non-Waiver: A waiver by either party of any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party's right to enforce such term
or conditions or to pursue any available legal or equitable rights in the event of any subsequent default
or breach.
19. Attorney's Fees and Costs: In the event it becomes necessary for either Party to
retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice
required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable
attorney's fees and costs, including fees, salary, and costs of in-house counsel including the City
Attorney's Office staff.
20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
21. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents,
employees, or representatives shall be resolved first by negotiation between senior-level
personnel from each parry duly authorized to execute settlement agreements. Upon mutual
agreement of the parties,the parties may invite an independent,disinterested mediator to assist
in the negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty(30) days from the
date the dispute was first raised, then such dispute may only be resolved in a court of
competent jurisdiction in compliance with the Applicable Law provisions of this Agreement.
22. Survival: Contractor's indemnification shall survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
23. Headings: The headings used in this Agreement are for convenience only and are not
be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to
which they refer.
24. Severability: If any portion of this Agreement is held to be void or unenforceable,the
balance thereof shall continue in effect.
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25. Applicable Law: The parties agree that this Agreement is governed in all respects by
the laws of the State of Montana.
26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the parties.
27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or
enforced by a third party.
28. Counterparts: This Agreement may be executed in counterparts, which together
constitute one instrument.
29. Integration: This Agreement and all Exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained herein or made a part thereof
by reference, are not binding upon the parties. There are no understandings between the parties other
than as set forth in this Agreement. All communications, either verbal or written, made prior to the
date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this
Agreement by reference.
30. Consent to Electronic Signatures: The Parties have consented to execute this
Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act,
Title 30, Chapter 18, Part 1, MCA.
31. Extensions: This Agreement may be extended, upon mutual agreement and the
terms detail in Exhibit A, but in no case may this Agreement run longer than February 1, 2027.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written or as recorded in an electronic signature.
CITY OF BOZEMAN, MONTANA Pace Systems Inc.
DocuSigned bY�ONTRACTOR
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LDocu'4
Signed by:
DocuSigned by:
ByM il�.t.l i � .5 By Fr" Pr mh
Jeff Mihelich, City Manager Frank Provenzano 6A...
Print Title: National Sales Manager
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APPROVED AS TO FORM:
DocuSigned by:
By 6 rgS�
Greg Sullivan, Bozeman City Attorney
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InSCHEDULER
Scheduling,Simplified.
Pace Scheduler
Bozeman MT- Police Department
CPT Joseph Swanson
901 N. Rouse Avenue
Bozeman, MT 59715
TIPP-
Steve Mancione
2-14-2023
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SCHEDULER
Scheduling,Simplif ied.
OVERVIEW
Dear CAPT Swanson,
Thank you for taking the time to view a demonstration of our scheduling software. Based on our discussion during the
demo,we hope you agree that the software will be an excellent fit for your department.
Our system will allow you to quickly and easily:
• Create schedules utilizing our permanent shift and customized rotation patterns and populate schedules for any
schedule period you choose (ex. 3 months, 6 months,year, indefinitely). We also have excellent electronic shift
and vacation bidding features to make creating schedules even more seamless.
• Easily identify and fill staffing deficits
• Manage on-the-fly schedule changes
• Notify and let staff sign up for available extra-duty or open-shift overtime
• Send unlimited email and/or text alerts and messages to your staff
• Handle time off/overtime requests electronically, all backed by a full audit trail and extremely robust reporting.
• Track benefit time
• Use assignments to coordinate your staff's responsibilities.
• Ease the burden on your payroll/admin staff by allowing us to create an export for your payroll system at no
charge to you.
Our extensive experience working with first responders has allowed us to optimize our onboarding and training
processes to ensure a successful and smooth transition to our software. You can rest assured that the Pace Team is with
you every step of the way!
Sincerely,
Steve Mancione
Business Development
Pace Scheduler
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SCHEDULER
Scheduling,Simplif ied.
SCOPE OF SERVICES
The Pace Scheduler software is an advanced scheduling solution built specifically for the unique needs of first
responders. It is an online-hosted solution which allows users 24-7 access anywhere they have an active internet
connection.The site is scalable and fully functional on any modern device (tablet, phone, laptop, PC, etc.).
The software is based on a yearly subscription model and includes the following:
• 13 Month first-year term (extra month to cover the setup/onboarding process)
• Site hosting, Maintenance, Standard Updates, and bug fixes.
• Unlimited Phone and Email Support (M-F, 8A-5P, NBD response)
• Initial Online Training for Admins, Supervisors, and Regular Users
• Unlimited Text/Email Messaging and Alerts
• Any New Standard Pace Planned Features Released as Part of the Core Software
• Unlimited Storage of Client Scheduling Data (data is never deleted)
• Custom Export to Payroll Software (if applicable)
Any additional features/needs requiring custom development will be reviewed by the development team for feasibility,
a clearly written scope defined, and will be quoted separately.
ONBOARDING PROCEDURE
Upon purchasing Pace Scheduler,you will receive a welcome email requesting the following:
• Fill out Google Sheet—details what info we need from you to setup your site, along with examples
• Fill out Online Google Form—this form requests additional information regarding how your department
operates
• Provide 1-2 months of your current schedule
• Identify who will be the Pace "Project Lead" and "Co-Lead"for your department—these will be the Pace
Scheduler experts from your department who will be the main POC.
ONBOARDING ESTIMATED TIMEFRAME
The timeline below is merely an estimate and is dependent on many factors including, but not limited to department
size, when data is received, client availability and responsiveness, and client scheduled "go-live" date.
Phase Timeframe
Data Collection Weeks 1-2
Site Setup Weeks 3-4
Review and Training Week 5-6
GO LIVE Weeks 6-7
Custom Payroll Reports TBD
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InSCHEDULER
Scheduling,Simplif ied.
TERMS AND CONDITIONS
PACE SCHEDULER SERVICES AND SUPPORT Customer account, passwords (including but not limited to
Subject to the terms of this Agreement, Company will use administrative and user passwords) and files, and for all uses of
commercially reasonable efforts to provide Customer the Services Customer account or the Equipment with or without Customer's
as agreed upon.As part of the setup process, Customer will identify knowledge or consent.
the key admin level user who will be the go-to contact person when Notwithstanding anything in this Agreement to the
the Pace Scheduler team needs to contact Company. contrary, it is the express intention of the parties to this
RESTRICTIONS AND RESPONSIBILITIES Agreement that all right, title and interest of whatever
Customer will not directly or indirectly: reverse engineer, nature in the Company's user manuals, training materials,
decompile, disassemble or otherwise attempt to discover the all computer software, report formats, together with all
source code, object code or underlying structure, ideas, know-how subsequent versions, enhancements and supplements to
or algorithms relevant to the Services or any software, said software and written materials, all copyright rights
documentation or data related to the Services ('Software"); (including both source and object code) and all oral or
modify, translate, or create derivative works based on the Services
or any Software (except to the extent expressly permitted by written information relating to the Company's software or
Company or authorized within the Services);use the Services or any written materials conveyed in confidence by the Company
Software for timesharing or service bureau purposes or otherwise pursuant to this Agreement which is not generally known to
for the benefit of a third party;or remove any proprietary notices the public and which give the Company an advantage over
or labels. their respective competitors who do not know or use such
Further, Customer may not remove or export from the United information, and all other forms of intellectual property of
States or allow the export or re-export of the Services,Software or whatever nature is and shall remain the sole and exclusive
anything related thereto, or any direct product thereof in violation property of the Company and shall not be exploited by the
of any restrictions, laws or regulations of the United States
Department of Commerce, the United States Department of Customer, except as expressly set forth herein.
Treasury Office of Foreign Assets Control, or any other United
States or foreign agency or authority. As defined in FAR section
2.101, the Software and documentation are "commercial items" CONFIDENTIALITY; PROPRIETARY RIGHTS
and according to DFAR section 252.227-7014(a)(1) and (5) are
deemed to be "commercial computer software"and "commercial Each party (the "Receiving Party") understands that the other
computer software documentation." Consistent with DFAR section party (the "Disclosing Party") has disclosed or may disclose
227.7202 and FAR section 12.212, any use modification, business, technical or financial information relating to the
reproduction, release, performance, display, or disclosure of such Disclosing Party's business(hereinafter referred to as "Proprietary
commercial software or commercial software documentation by Information"of the Disclosing Party). Proprietary Information of
Customer will be governed solely by the terms of this Agreement Company includes non-public information regarding features,
and will be prohibited except to the extent expressly permitted by functionality and performance of the Service. Proprietary
the terms of this Agreement. Information of Customer includes non-public data provided by
Customer to Company to enable the provision of the Services
Customer represents, covenants, and warrants that Customer ("Customer Data"). The Receiving Party agrees: (i) to take
will use the Services only in compliance with Company's reasonable precautions to protect such Proprietary Information,
standard published Term of Service and all applicable laws and and (ii)not to use (except in performance of the Services or as
regulations. otherwise permitted herein)or divulge to any third person any such
Proprietary Information. The Disclosing Party agrees that the
Customer shall be responsible for obtaining and maintaining any foregoing shall not apply with respect to any information after five
equipment and ancillary services needed to connect to, access or (5)years following the disclosure thereof or any information that
otherwise use the Services, including, without limitation, modems, the Receiving Party can document (a)is or becomes generally
hardware, servers, software, operating systems, networking, web available to the public, or(b) was in its possession or known by it
servers and the like (collectively, "Equipment"). Customer shall prior to receipt from the Disclosing Party, or (c) was rightfully
also be responsible for maintaining the security of the Equipment, disclosed to it without restriction by a third party, or (d) was
independently developed without use of any Proprietary
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SCHEDULER
Scheduling,Simplified.
Information of the Disclosing Party or(e)is required to be disclosed Subject to earlier termination as provided below, this Agreement
by law. shall be automatically renewed for additional periods of the some
Customer shall own all right title and interest in and to the duration as the Term as specified in the Order Form unless either
Customer Data. Company shall own and retain all right, title and party requests termination at least thirty(30)days prior to the end
interest in and to(a)the Services and Software, all improvements,
of the then-current term.
enhancements or modifications thereto, (b) any software, In addition to any other remedies it may have, either party may
applications, inventions or other technology developed in also terminate this Agreement upon thirty (30) days' notice (or
connection with Implementation Services or support and (c) all without notice in the case of nonpayment), if the other party
intellectual property rights related to any of the foregoing. materially breaches any of the terms or conditions of this
Notwithstanding anything to the contrary,Company shall have the Agreement. Customer will pay in full for the Services up to and
right to collect and analyze data and other information relating to including the last day on which the Services are provided. All
the provision, use and performance of various aspects of the sections of this Agreement which by their nature should survive
termination will survive termination, including, without limitation,
Services and related systems and technologies(including, without accrued rights to payment, confidentiality obligations, warranty
limitation, information concerning Customer Data and data
derived therefrom), and Company will be free (during and after disclaimers, and limitations of liability.
the term hereof)to use such information and data to improve and WARRANTY,MAINTENANCE,AND DISCLAIMER
enhance the Services and for other development, diagnostic and Company shall use reasonable efforts consistent with
corrective purposes in connection with the Services and other prevailing industry standards to maintain the Services in a manner
Company offerings. No rights or licenses are granted except as which minimizes errors and interruptions in the Services and shall
expressly set forth herein. perform the Implementation Services in a professional and
PAYMENT OF FEES workmanlike manner. Services may be temporarily unavailable
for scheduled maintenance or for unscheduled emergency
Customer will pay Company the then applicable fees described in maintenance, either by Company or by third-party providers, or
the Order Form for the Services and Custom Implementation because of other causes beyond Company's reasonable control,
Services in accordance with the terms therein (the "Fees"). If but Company shall use reasonable efforts to provide advance
Customer's use of the Services exceeds the Service Capacity set notice in writing or by e-mail of any scheduled service disruption.
forth on the Order Form or otherwise requires the payment of HOWEVER, COMPANY DOES NOT WARRANT THAT THE
additional fees (per the terms of this Agreement), Customer shall SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;
be billed for such usage and Customer agrees to pay the additional NOR DOES IT MAKE ANY WARRANTY AS TO THE
fees in the manner provided herein. Company reserves the right to RESULTS THAT MAY BE OBTAINED FROM USE OF THE
change the Fees or applicable charges and to institute new charges SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
and Fees upon thirty(30)days prior notice to Customer(which may SECTION, THE SERVICES AND IMPLEMENTATION
be sent by email). If Customer believes that Company has billed SERVICES ARE PROVIDED "AS IS" AND COMPANY
Customer incorrectly, Customer must contact Company no later DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
than 60 days after the closing date on the first billing statement in INCLUDING, BUT NOT LIMITED TO, IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS
which the error or problem appeared, in order to receive an FOR A PARTICULAR PURPOSE AND NON-
adjustment or credit. Inquiries should be directed to Company's INFRINGEMENT.
customer support department.
Company will bill customer via an invoice.Full payment for invoices
issued in any given month must be received by Company thirty(30)
days after the mailing date of the invoice. Unpaid amounts are
subject to a finance charge of 1.5%per month on any outstanding LIMITATION OF LIABILITY
balance, or the maximum permitted by law, whichever is lower, NOTWITHSTANDING ANYTHING TO THE
plus all expenses of collection and may result in immediate CONTRARY,EXCEPT FOR BODILY INJURY OF A PERSON,
termination of Service. Customer shall be responsible for all taxes COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT
associated with Services other than U.S. taxes based on Company's LIMITED TO ALL EQUIPMENT AND TECHNOLOGY
net income. SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES
TERM AND TERMINATION SHALL NOT BE RESPONSIBLE OR LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS
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SCHEDULER
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AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT OR NEGLIGENCE
THEORY: (A)FOR ERROR OR INTERRUPTION OF USE OR
INACCURACY OR CORRUPTION OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B)FOR ANY
INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES; (C)FOR ANY MATTER
BEYOND COMPANY'S REASONABLE CONTROL;
MISCELLANEOUS
If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect and
enforceable. This Agreement is not assignable,transferable or sub
licensable by Customer except with Company's prior written
consent. Company may transfer and assign any of its rights and
obligations under this Agreement without consent. This
Agreement and the Professional Services Agreement are the
complete and exclusive statement of the mutual understanding of
the parties and supersedes and cancels all previous written and oral
agreements,communications and other understandings relating to
the subject matter of this Agreement, and that all waivers and
modifications must be in a writing signed by both parties, except
as otherwise provided herein. No agency, partnership, joint
venture, or employment is created as a result of this Agreement
and Customer does not have any authority of any kind to bind
Company in any respect whatsoever. In any action or proceeding
to enforce rights under this Agreement, the prevailing party will
be entitled to recover costs and attorneys' fees. All notices under
this Agreement will be in writing and will be deemed to have been
duly given when received,if personally delivered;when receipt is
electronically confirmed,if transmitted by facsimile or e-mail;the
day after it is sent, if sent for next day delivery by recognized
overnight delivery service;and upon receipt,if sent by certified or
registered mail,return receipt requested.
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SECURITY STATEMENT
The Pace Scheduler is a cloud based software solution which therefore poses little risk to any internal
IT networks. Further, no highly sensitive data is stored anywhere within the Pace Scheduler
databases. We do not collect social security numbers, payment information, health information, or
external passwords. For all of the data that we do collect, we keep it secure in the following ways:
The Pace Scheduler uses 256-bit secure sockets layer encryption for all communications with our
servers.
All data is password protected and multiple security and permission layers are enforced at
the application level to ensure only the proper users view the data they are entitled to view.
Passwords are encrypted using the P13KDF2 algorithm with a SHA256 hash, a password stretching
mechanism recommended by NIST.This means even members of the Pace Scheduler development
team cannot gain access to a user's password.
The data is physically stored on the highly secured AWS technology infrastructure.The AWS data
center operations have been accredited under ISO 27001, SOC 1 and SOC 2/SSAE 16/ISAE 3402
(Previously SAS 70 Type II), PCI Level 1, FISMA Moderate, Sarbanes-Oxley (SOX).These centers
also provide environmental/disaster safeguards, network security safeguards, and system security
safeguards that all comply with industry standards.
Database backups are taken and stored at regular intervals, no less than once per day, and are also
stored within the secure AWS technology infrastructure. Every change to your data is written to
write-ahead logs, which are shipped to multi-datacenter, high-durability storage. In the unlikely event
of unrecoverable hardware failure, these logs can be automatically'replayed'to recover the database
to within seconds of its last known state.
UPTIME AND AVAILABILITY
Uptime
The PACE Scheduler application is hosted on Amazon Web Services servers, which guarantee a 99.95% uptime. The
possible exceptions to this uptime are scheduled maintenance and new feature releases.
To date, the Pace Scheduler has kept a historical 99.99% uptime, while frequently releasing features and making many
improvements on the application.
Scheduled Maintenance
When Pace releases new functionality, updates to existing features,or needs to bring the website down for maintenance,
Pace will schedule these updates or outages between 1:OOAM and S:OOAM US/Central time unless extenuating
circumstances exist. During a vast majority of these upgrades there will be no downtime.The reason for scheduling these
in the night is to ensure that if downtime happens it will not affect users during normal business hours. There may
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occasionally be exceptions when the Pace team may need to do maintenance during business hours,and in these instances
the Pace Scheduler team will communicate as appropriate to any affected clients.
SUPPORT TERMS
Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the
hours of 9:00 am through 5:00 pm US/Central time, with the exclusion of Federal Holidays ("Support Hours").
Customer may initiate a helpdesk ticket during Support Hours by calling 630-395-2185 or any time by emailing
support@pacescheduler.com.
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
SYSTEM MAINTENANCE AGREEMENT
Company may take the software offline for scheduled maintenance that it provides as needed with 24 prior written notice
to client. These Majority of updates and bug fixes are completed "in place" with no downtime to client.
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SCHEDULER
Scheduling,Simplified.
PRICING AND FEES
PACE SCHEDULER DATE: February 14, 2023
2040 CORPORATE LANE QUOTATION#: BOZ20221130
NAPERVILLE, IL 60563 QUOTE VALID UNTIL: June 01, 2023
BILL TO:
Bozeman MT- Police Department
CPT Joseph Swanson
901 N. Rouse Ave.
Bozeman, MT 59715
DESCRIPTION TYPE OF FEE TOTAL
General Software License Fee- up to 100 Users Yearly Recurring $6,350.00
Setup Fee One-time 4599:904 WAIVED
Barcoding Fee Yearly Recurring NA
Custom Programming Item#1 (See Exhibit A) One-time NA
COST BREAKDOWN:
DESCRIPTION TOTAL
YEARLY RECURRING TOTAL FEES $6,350.00
ONE-TIME FEES NONE
FIRST YEAR TOTAL $6,350.00
Please check the option below to add Single Sign On (SSO)through Microsoft Azure to your subscription:
_YES- _NO X SSO Pricing: $952.00/Year($952.00 subscription total per year with SSO)
* Purchase a multi-year subscription (2 or 3 year options available) in order to lock in your current pricing with no
increases throughout the multi-year subscription contract. Payment is due upfront for selected number of years in order
to take advantage of this offer.
Please check the option below if you would like to take advantage of a multi-year subscription agreement:
_$12,700.00 Two-Year Subscription Option (2-Year total due upfront)
_$19,050.00_ Three-Year Subscription Option (3-Year total due upfront)
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InSCHEDULER
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EXHIBIT A
Custom Implementation Services
Custom Implementation Services: Pace will use commercially reasonable efforts to provide Customer the additional
services and/or functionality described here in Exhibit A (hereafter referred to as Custom Implementation Services), and
Customer shall pay Company the Custom Implementation Fee in accordance with the terms herein.
This exhibit describes all items that go beyond the scope of the core Pace Scheduler program and are therefore considered to be
Custom Implementation Services:
• N/A. Customer did not request any Custom Implementation Services in this contract.
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PACE SCHEDULER SERVICES AGREEMENT
QUOTATION#: NEB20221006
This Pace Scheduler Services Agreement("Agreement") is entered into on (the"Effective Date")
between Pace Systems, Inc. with a place of business at 2040 Corporate Lane, Naperville, IL 60563 ("Company"), and the
Customer listed above("Customer"). This Agreement includes and incorporates the proposal in its entirety,as well as the
stated Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use
limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if
signed by the parties after the date hereof.
Pace Systems, Inc.: Customer:
Signature: Signature:
Name: Name:Jeff Mihelich
Title: Title: Bozeman City Manager
Date: Date:
PO#(If Applicable):
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CLIENT BILLING INFORMATION
Date:
Company Information
Company Name: Company Address:
Bozeman Police Department 901 N. Rouse Ave.
City: State: Zip Code:
Bozeman MT 59715
Phone Number: Fax Number: Website:
406-582-2000 406-582-2002 Bozemanpolice.com
Company Contact: Title: Phone Number:
Joseph Swanson Captain 406-582-2951
Tax Exempt ® Yes ❑ No
FEIN#: 81-600123
Accounting Contact
Name: Phone: Email:
Joseph Swanson 406-582-2951 jswanson@bozeman.net
Authorized Signature Title Date
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PLEASE EMAIL A COPY OF YOUR COMPLETED W9 FORM TO YOUR ACCOUNT MANAGER
In order to move forward,we will need the following from you:
1. Copy of signed Proposal
2. Completed Client Billing Information (see Page 12)
3. PO (if you use them)
4. Tax Exempt Certificate
5. Completed W9 Form
6. Full contact information (name, phone, email)for the following:
• Project Lead
• Co-Lead
• Head of Department- (this person will be copied on correspondence and progress)
• Payroll Contact—Person who manages the payroll software (if you want us to build a payroll export)
The Project Lead/Co-Lead will be the main points of contact for us,will fill out the information we need to setup your
new site, and will be the driving force at your department to get everyone on board.
Once we receive the above information, we will send out a welcome email within 24 hours to the Project Lead and Co-
Lead.
The welcome email will detail the information we need from you in order to setup your site. Once you receive it, please
do not fill anything out until we have had a chance to review it together. This reduces the chance of errors, which may
delay the building of your new Pace Scheduler site.
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Cloud Services Questions
1)Service Levels: What level of service should we expect? What is the City's recourse for excessive downtime?
Refund of percentage of monthly fee?
To date, the Pace Scheduler has kept a historical 99.996% uptime.We are committed to an uptime that
exceeds the guaranteed Amazon Web Services standard of 99.99%
2) Data Ownership: Who owns the data we provide and what can be done with the data?
Your organization owns the data, Pace owns the service, including the website,web services, and associated
intellectual property.We only use your data as needed to provide your scheduling services and we don't sell
any of your information or data to third parties.
3)ADA Compliance: If your proposed services include websites,they must be AA compliant as defined by WCAG
(Web Content Accessibility Guidelines)standards.
Please see our attached VPAT info.
4) Data Security: How secure is our data and how is it being kept secure?
a. If this is a multi-tenant environment on the same hardware how is our data kept separate and
secure from other customers, including any PII (Personally Identifiable Information)that may be
gathered?
b. If PII is gathered, is it encrypted in transit and at rest?
c. If credit card transactions are occurring is your system fully PCI compliant?
Authentication
SSL, hashed and salted passwords, cookie-based user sessions.
Authorization
Client accounts, User accounts, Groups, Permissions
Privacy
personally identifiable information (Pll)
• First and last name
• email
• phone number(optional)
• Address(optional)
Encryption
Secure Sockets Layer(SSL)for all over the web interactions.
RSA 256 block level storage encryption for data at rest and backups.
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Permissions:Binary(yes/no)flags designating whether a user may perform a certain task.
Groups:A generic way of applying labels and permissions to more than one user.
No credit card transactions occur within our software.
5) Data Integrity: What do you do as a vendor to ensure our data maintains its integrity?
Logging
Logging is handled by third party integration with heroku which provides devops features such as continuous
logging through the sentry application.
Auditing
Pace Scheduler provides an internal audit trail of user actions for accountability and traceability including action
taken and timestamps. We also have a secondary layer of auditing only accessible by our team if further
traceability or accountability is needed such as the origin IP, and/or device information related to the action.
6)We require data centers to be located in the United States: What country will our data be located in?
United States
7) Responding to legal demands to disclose data: What is your process when someone subpoenas or requests
our data from you as a vendor?
We comply with any and all legal requests for data and will notify our clients of actions taken within the
scope of what is legally required and allowed per the terms of subpoenas.
8) Reporting: What is your protocol for data breaches?
Pace Scheduler has not had any data breaches to date. In the event of a data breach our goal is to address
and eliminate any active data breach, evaluate the scope of data breached, and provide reporting of any
events in as timely as a manner without unreasonable delay, and no later than applicable local and federal
laws permit.
9) Disaster Recovery: What protections/protocols do you have in place to mitigate disasters?
Regarding data: Hourly Backups kept 1 week, Daily backups kept 1 month. Monthly backups kept
forever.Along with database redundancy to avoid a single source of failure. Backups are stored in
completely separate infrastructure.
Regarding services: Separate standby servers are ready to take over in the event our current host or
environment encounters any serious issues.
10) Business Continuity/Exit: If you decide to bring your business to an end or we end our relationship,what
happens to our data? If you give us a copy of our data,what format options will there be for our data and what
assistance will you provide getting our data to us?
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We can provide exported CSV, Excel, and PDF reporting of your data within the limitations of our
reporting and data export software. This data set is complete with times,dates, people,exceptions, etc.
of all times worked by your staff.
11)Termination rights and consequences: What is your termination policy both for you as a vendor and us as a
customer?
Typical contract agreements are for a period of 1 year or longer.We will continue providing support for your
site for the entire duration of the signed agreement time and you may choose to speak with us about an early
termination of the agreement which will be refunded at a prorated rate for the unused months of the agreement or you
may decide not to renew the agreement at the end of the term.
Questionnaire Completed by: Date: 1/9/2023