HomeMy WebLinkAboutDaptiv Solutions LLC; 2013-04-05;Daptiv Solutions, LLC
1008 Western Ave, Suite 500
Seattle, WA 98104
United States
daptm Prepared for: City of Carlsbad
Proposed by: Rick Triplett
Estimate Number: 2437
DAPTIV HOSTED SUBSCRIPTION AGREEMENT
This Daptiv Hosted Subscription Agreement ("Agreement") is entered into by and between Daptiv Solutions, LLC, a Delaware limited liability
company with its principal place of business at the address identified above ("Daptiv"), and The Citv of Carlsbad ("Customer"), with its principal
place of business at the address identified below. This Agreement (which includes the attached Daptiv Terms and Conditions and associated
attachments and exhibits) sets forth the terms and conditions under which Daptiv agrees to provide, and Customer agrees to obtain, access to the
Daptiv technologies, online services and database described herein.
1. CONSTRUCTION. Capitalized terms (whether in the
singular or plural) shall have the meanings assigned in the
text of this Agreement, including the initial order set forth in
Exhibit B (the "Order"), and its exhibits and addenda.
2. SOFTWARE AS A SERVICE.
2.1 Access. Commencing on the Effective Date of this
Agreement, Daptiv shall make available to Customer the
unique instance of the Daptiv software identified in the
Order for use by the number of Authorized Users specified in
the Order (the "Service") under the terms of this
Agreement. The Service, as initially made available to
Customer, shall conform, in all material respects, to the
Functionality Specifications in Exhibit A.
2.2 Rights to the Service. Subject to the terms and
conditions of this Agreement, Daptiv hereby grants
Customer a non-exclusive, non-transferable, worldwide right
during the Term to access the Service and permit the
number of individual users specified in the Order to use the
Service solely for Customer's own internal business purposes
("Authorized Users"). Unless otherwise specified, the term
"quantity" as used in the Order refers to the number of
Authorized Users that are permitted to access the associated
product or service.
2.3 Updates. At no charge to Customer, Daptiv shall
install on its servers any software updates deemed
reasonably necessary to address errors, bugs or other
performance issues in the Service (collectively, "Updates").
Updates (if any) shall be subject to the same terms and
conditions of this Agreement.
2.4 Restrictions and Conditions. Customer shall not,
directly, indirectly or through its Authorized Users,
employees and/or the services of independent contractors:
(a) attempt to sell, transfer, assign, rent, lend, lease,
sublicense or otherwise provide third parties rights to the
Service; (b) "frame," "mirror," copy or otherwise enable
third parties to use the Service (or any component thereof)
as a service bureau or other outsourced service; (c) allow
access to the Service by multiple individuals impersonating a
single end user; (d) use the Service in a manner that
interferes with, degrades, or disrupts the integrity or
performance of any Daptiv technologies, services, systems
or other offerings, including data transmission, storage and
backup; (e) use the Service for the purpose of developing a
product or service that competes with the Daptiv online
products and services; (f) circumvent or disable any security
features or functionality associated with Service; or (g) use
the Service in any manner prohibited by law.
2.5 Reservation of Rights. All rights not expressly
granted to Customer are reserved by Daptiv, its suppliers
and licensors.
2.6 Return of Hosted Data. If requested by Customer
within thirty (30) days of the expiration or termination of
this Agreement, Daptiv shall make available to Customer all
Customer data stored within the Service at the time of
expiration or termination. Thirty (30) days after termination,
Daptiv shall have no further obligation to Customer and
may, at its option, permanently delete or destroy the Service
and all information and materials contained therein. Daptiv
will make transition services available to Customer at
Daptiv's then current rates for such services in order to
reasonably assist Customer in transitioning its data into
other proprietary formats, however Daptiv does not warrant
that the data format used by Daptiv will be the same or
directly interoperable with other software used by
Customer.
2.7 Deliverv of Service and Materials. The Service, and
any updates or maintenance releases thereof, shall be made
available only on a hosted basis, and will not be delivered in
object code or physical media to Customer. The Service, and
any deliverables provided under this Agreement will be
delivered only through an electronic transfer.
3. SERVICES. Additional support services, including
custom configuration, consulting, report development,
training and system integration, may be separately
purchased from Daptiv under the terms of an addendum to
this Agreement. For clarity, Daptiv has no obligation to
support Customer's own technology, internal infrastructure,
provide free training, or provide consulting on customer
created content such as views, reports, and configurations
or third party technologies and services unless agreed to in
writing via an approved sales agreement and or statement
of work.
4. CUSTOMER OBLIGATIONS.
4.1 Fees and Pavment Terms. In consideration of the
rights granted herein. Customer shall pay Daptiv the
amounts specified in the Order located in Exhibit B,
separately attached and incorporated herein to the
Agreement ("Fees") for the number of Authorized Users
permitted to access the Service.
(a) Fees are exclusive of any applicable sales, use,
import or export taxes, duties, fees, value-added taxes,
tariffs or other amounts attributable to Customer's
execution of this Agreement or use of the Service
(collectively, "Sales Taxes"). Customer shall be solely
responsible for the payment of any Sales Taxes. In the event
Daptiv is required to pay Sales Taxes on Customer's behalf,
Customer shall promptly reimburse Daptiv for all amounts
paid.
(b) All amounts shall be paid to Daptiv within
thirty (30) days of receipt of an undisputed invoice. An
invoice shall be deemed undisputed if, within such thirty (30)
day period, Customer fails to notify Daptiv in writing of any
disputed amounts.
(c) Fees not paid when due shall be subject to a
late fee equal to one and one half percent (1.5%) of the
unpaid balance per month or the highest monthly rate
permitted by applicable law. Daptiv further reserves (among
other rights and remedies) the right to suspend access to the
Service. Amounts payable to Daptiv shall continue to accrue
during any period of suspension and must be paid as a
condition precedent to reactivation, which reactivation is at
the sole discretion of Daptiv.
(d) Customer shall pay additional Fees and Sales
Taxes in the event the number of actual users exceeds the
maximum number of individual end users permitted to use
the Service under this Agreement.
(e) All prices under this Agreement are
confidential information of Daptiv and Customer agrees not
to disclose such information to any third party throughout
the Term and for three (3) years thereafter, except however
that nothing in this paragraph will restrict Customer's
disclosure of price information to the extent required by
law.
If Customer receives a request to disclose any
confidential information under any Public Information Act,
Open Records Act or similar law ("Request"), the Customer
shall notify Daptiv and prior to disclosure give Daptiv an
opportunity to take any protective action it deems
appropriate. If Daptiv has not responded timely to the
Request, as defined by the applicable law for which the
Request is made pursuant to, the Customer may, in its sole
discretion and without being in breach of this Agreement,
respond to the Request as the Customer deems appropriate.
In the event that Daptiv directs the Customer not to disclose
the confidential information materials sought pursuant to
the Request, Daptiv will indemnify Customer against any
losses, including reasonable attorney fees and costs,
sustained arising from the non-disclosure of the confidential
information material requested in the Request. Customer, in
its sole discretion may tender the Request to Daptiv for
response, including, any and all subsequent legal actions or
challenges related to the non-disclosure.
(f) Except as otherwise specified in this
Agreement, fees are based on services purchased and not
actual usage, payment obligations are non-cancelable, fees
paid are non-refundable, and the scope of the subscription
cannot be decreased during the relevant subscription term.
4.2 Compliance with Laws. The Daptiv software and
Service are of U.S. origin. Customer shall adhere to all
applicable state, federal, local and international laws and
treaties in all jurisdictions in which Customer uses the
Service, including all end-user, end-use and destination
restrictions issued by U.S. and other governments and the
U.S. Export Administration Act and its associated
regulations. Customer will not upload any data or
information to the Service for which Customer does not
have full and unrestricted rights. Notwithstanding anything
to the contrary in this Agreement or any other agreement
between the parties, Customer will not upload any data or
information that is subject to government regulation,
including without limitation, protected health information
regulated under the Health Insurance Portability and
Accountability Act of 1996 or sensitive financial information
regulated under the Gramm-Leach-Bliley Act of 1999.
5. TERM AND TERMINATION.
5.1 Term. Unless otherwise specified in the Order, the
initial term of this Agreement will begin on the Effective
Date and shall continue thereafter until the End Date
specified in the Order (the "Initial Term"), and may
thereafter, so long as the parties agree in writing and
execute an amendment to this Agreement, renew for
additional periods of one (1) year (each, a "Renewal Term").
If no End Date is specified in the Order, the End Date will be
one year from the Effective Date of this Agreement.
5.2 Termination. Either party may terminate this
Agreement if the other party materially breaches this
Agreement and such breach has not been cured within 10
(10) days of providing notice thereof.
5.3 Effect of Termination. Upon expiration or
termination for any reason. Customer shall discontinue all
use of the Service, and return any and all software and
documentation provided to Customer by Daptiv.
6. INDEMNIFICATION.
6.1 Customer. Customer shall indemnify and hold
Daptiv, its suppliers and licensors harmless from and against
any and all claims, costs, damages, losses, liabilities and
expenses (including reasonable attorneys' fees and costs)
arising out of or in connection with a claim which, if true,
would constitute a breach of Customer's obligations under
Section 2 or 4 of this Agreement. In the event Daptiv is
required to seek legal remedies to enforce collection of any
amounts due under this Agreement, Customer agrees to
reimburse for all additional costs associated with collection
of that past due amount, including reimbursement of
collection and reasonable attorney's fees.
6.2 Daptiv. Daptiv shall indemnify and hold Customer
harmless from and against any and all claims, costs,
damages, losses, liabilities and expenses (including
reasonable attorneys' fees and costs) arising out a third
party claim that the Service infringes or misappropriates any
U.S. patents issued as of the Effective Date or any copyright
or trade secret of any third party during the term of this
Agreement. Daptiv shall have no indemnification obligation,
and Customer shall indemnify Daptiv pursuant to this
Agreement, for claims of infringement arising from the
combination of Service with any unique aspects of
Customer's business, for instance Customer's content,
products, services, hardware or business processes, or for
any use of the Service or any Daptiv software not expressly
authorized herein.
6.3 Process. A party seeking indemnification
hereunder shall promptly notify in writing the other party of
any claim for which defense and indemnification is sought.
Each party agrees that it will not, without the other's prior
written consent, enter into any settlement or compromise of
any claim that: (a) results, or creates a likelihood of a result,
that in any way diminishes or impairs any right or defense
that would otherwise exist absent such settlement or
compromise; or (b) constitutes or includes an admission of
liability, fault, negligence or wrongdoing on the part of the
other party. Each indemnifying party has the sole right to
control the defense of any claim for which it is providing
indemnification hereunder with counsel mutually acceptable
to the parties. The indemnified party may, at its own
expense, participate in the defense of any such claim.
7. WARRANTY/ LIABILITY/ TOTAL LIABILITY.
Mutual Warranties. Each party represents and warrants to
the other that it is duly authorized to execute this
Agreement and perform the obligations set forth herein.
7.1 Disclaimer. THE SERVICE AND ANY DAPTIV
TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES
PROVIDED IN CONNECTION WITH THIS AGREEMENT
(COLLECTIVELY, "SERVICES") ARE PROVIDED STRiaLY ON AN
"AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS
ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW BY DAPTIV, ITS SUPPLIERS
AND ITS LICENSORS.
7.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT
SERVICE MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS,
DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF
INTERNET APPLICATIONS AND ELECTRONIC
COMMUNICATIONS. DAPTIV IS NOT RESPONSIBLE FOR ANY
SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE
RESULTING FROM EVENTS BEYOND DAPTIV'S REASONABLE
CONTROL WITHOUT REGARD TO WHETHER SUCH EVENTS
ARE REASONABLY FORESEEABLE BY DAPTIV.
7.3 Limitation. CUSTOMER'S EXCLUSIVE REMEDY AND
DAPTIV'S, ITS SUPPLIERS' AND LICENSORS' TOTAL
AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN
CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT,
WHETHER FOR BREACH OF CONTRACT, BREACH OF
WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM
SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES
INCURRED BY CUSTOMER, UP TO THE GREATER OF TEN
THOUSAND U.S. DOLLARS ($10,000.00) OR THE AGGREGATE
AMOUNTS PAID BY CUSTOMER AND RECEIVED BY DAPTIV
HEREUNDER. THE EXISTENCE OF MULTIPLE CLAIMS OR
SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT
ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.
EXCEPT AS TO SEaiON 6.2, CUSTOMER HEREBY RELEASES
DAPTIV, ITS SUPPLIERS AND LICENSORS FROM ALL
OBLIGATIONS, UABILITY, CLAIMS OR DEMANDS IN EXCESS
OF THIS LIMITATION. THE PROVISIONS OF THIS SECTION DO
NOT WAIVE OR LIMIT DAPTIV'S ABILITY TO OBTAIN
INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF
THIS AGREEMENT.
7.4 Exclusion of Certain Damages and Limitations of
Tvpes of Liabilitv. IN NO EVENT WILL DAPTIV BE LIABLE FOR
ANY SPECIAL CONSEQUENTIAL INCIDENTAL INDIRECT OR
PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE
ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF
THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE
SERVICE. THE FOREGOING EXCLUSION AND LIABILITY
LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN
IN THE EVENT OF STRICT OR PRODUCT LIABILITY.
7.5 Interpretation. The limitations in sections 7.3 and
7.4 are independent of each other. The limitation of
damages set forth in section 7.3 shall survive any failure of
essential purpose ofthe limited remedy in section 7.4.
8. NOTICES AND REQUESTS. Either party may give notice
to the other party by means of electronic mail to the primary
contact designated on the Order or by written
communication sent by first class mail or pre-paid post,
either of which shall constitute written notice under this
Agreement. In the event Customer desires to increase the
number of Authorized Users permitted to use the Service
during the Term, Customer may purchase such rights via
telephone, facsimile or e-mail. An e-mail or other writing
from Daptiv confirming such order shall be deemed
sufficient to modify the quantity of Authorized Users set
forth in the Order. All additional access licenses purchased
by Customer during the Term shall be subject to the terms of
this Agreement. For clarity, in no event shall any other term
or provision of this Agreement be deemed modified,
amended or altered as a result of such purchase and all
other changes to this Agreement shall be governed by terms
of Section 9, below.
9. ADDITIONAL TERMS. With the exception of additional
Authorized Users obtained by Customer under Section 8,
Daptiv shall not be bound by any subsequent terms,
conditions or other obligations included in any Customer
purchase order, receipt, acceptance, confirmation or other
correspondence from Customer unless expressly assented to
in writing by Daptiv and counter-signed by its authorized
agent. The parties may supplement the terms of this
Agreement at any time by signing a written addendum,
which shall be deemed incorporated by this reference upon
execution. The terms of any addendum shall control any
conflicting terms in this Agreement. Unless expressly stated
otherwise in an applicable addendum, all addenda shall
terminate upon the expiration or termination of this
Agreement.
10. GENERAL. This Agreement shall be governed by
Washington law and controlling United States federal law,
without regard to the choice or conflicts of law provisions of
any jurisdiction to the contrary, and any disputes, actions,
claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the
exclusive jurisdiction of the state and federal courts located
in Seattle, Washington for suits initiated by Customer, or San
Diego, California for suits initiated by Daptiv. No joint
venture, partnership, employment, agency or exclusive
relationship exists between the parties as a result of this
Agreement or use of the Service. The failure of Daptiv to
enforce any right or provision in this Agreement shall not
constitute a waiver of such right or provision. All
disclaimers, limitations, payment obligations and restrictions
of warranty shall survive termination of this Agreement, as
well as the provisions of this "General" section shall survive
termination of this Agreement. If any part of this
Agreement is found to be illegal, unenforceable, or invalid,
Customer's right to use the Service will immediately
terminate, except for those provisions noted above which
will continue in full force and effect. This Agreement,
together with the following exhibits, comprises the entire
agreement between Customer and Daptiv and supersedes
all prior or contemporaneous negotiations, discussions or
agreements, whether written or oral, between the parties
regarding the subject matter contained herein:
• EXHIBIT A: FUNaiONALITY SPECIFICATIONS
• EXHIBIT B: ORDER FORM
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to
enter into this Hosted Subscription Agreement as of the latter of the two signature dates, below (the "Effective Date").
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Name
Title
Date
(^^y TT ^Aifi^Sc^t^ '^yP^'-^c^ APPROVED AS TO FORM
Daptiv Solutions, LLC
Signature
Name
Title Coo
Date
Official Notary
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Namei^Kf^Iis^
Date:
DAPTIV HOSTED SUBSCRIPTION AGREEMENT
EXHIBIT A
FUNCTIONALITY SPECIFICATIONS - DAPTIV PPM
Project Planning Portfolio Management
Manage project initiation requests
Rank and prioritize projects based on business
needs
Create portfolio views of projects
Manage, track and compare multiple projects
Project status communication to monitor
progress, risks and results
Create portfolio views of projects
Work Intelligence Collaboration
Create custom views
Add customer fields to standard applications
View dashboards and reports
Resource Management
Estimate resource requirements
Create capacity plans to allocate resources
View estimated costs
End users configure their own views,
dashboards, and alerts
Document repository
Discussion threads
Unread items
Email notifications
Proiect Management
Create and define projects
Monitor project health using color-coded Project Health
indicators
Create project schedules and assign tasks
Identify, assign, and track issues
Integrated timesheets for optional submittal by
each user of their time
DAPTIV HOSTED SUBSCRIPTION AGREEMENT
EXHIBIT B
Order Form
Order Number: EST-2437
Customer Information:
Bill To Ship To
Kerry Jezisek
City of Carlsbad
1635 Faraday Avenue
Carlsbad CA 92008
Primary Contact
Name:
Accounting Contact
Name:
Email: Email:
Phone: Phone:
Does the billing company require a Purcliase Order for the purchase or payment of tlie products in this Hosted Subscription Agreement?
Please select*:
[ ]No
[ ]Yes
If yes, please complete the following*:
PO Number:
PO Amount:
Daptiv Information
Sales Rep: Richard Triplett
Main Telephone: 206.239.7476
Fax: 206.341.9123
Special Invoicing Terms
2 year agreement. First Invoice upon signature in the amount of $63,440.90 includes product licensing for two years plus 50% of Implementation
& Training Services. Second invoice upon completion of Implementation & Training deliverables in the amount of $13,967.50 Includes remaining
50% of Implementation & Training. Third invoice in the amount of $21,000 when detailed integration requirements are complete.
Products:
Daptiv PPM Standard
Business Driven Implementation
Daptiv PPM Query Studio
Daptiv PPM Report Studio
Report Studio Training,
Fundamentals - Seattle
Blended rate based on 14 Core
PPM, 23 Team Member, 12
Timesheet-only, and 18 Executive
Views/Approvals only. 20%
volume, 2-year agreement and
Gov't discount applied.
PMO Solution Set Implementation
- SOW for the City of Carlsbad -
Project #: 2437
Easy, ad hoc report authoring.
Include webinar training at no
charge.
Advanced report authoring
including Scheduled and Active
Reports. 20% discount applied.
3 days of instruction at Daptiv's HQ
in Seattle, WA. See event calendar
67 5/31/2015 540.20 36,193.40
1 3/31/2014
7 5/31/2015
2 5/31/2015
2 3/31/2015
25,185.00 25,185.0C
480.00
960.00
1,375.00
3,360.0C
1,920.0C
2,750.0C
for dates offered. Includes 2 hours
of additional report coaching with a
Daptiv Wl expert. Price is per
attendee.
PMO Solutions Template
DCS
Daptiv Connect: Custom Set-Up
Best practices configuration and
reports template for the PMO.
Daptiv Connect Subscription for 2
years, discounted 20%.
120 hours of effort towards
integration with Lawson, Cybershift
or other systems to be determined.
No work will begin until a
Statement of Work is created and
agreed to for each integration.
1 5/31/2015
1 5/31/2015
1 3/31/2015
0.00
8,000.00
21,000.00
O.OC
8,000.0C
21,000.0C
Total $98,408.4C
EXHIBIT C
SERVICE LEVEL AGREEMENT
1. SERVICE.
1.1 Access. Daptiv shall make the Service available
twenty-four (24) hours per day, seven (7) days a week with a
minimum uptime level of ninety-nine and seven tenths of a
percent (99.7%) measured on an aggregate monthly basis,
with no single unscheduled outage exceeding four (4)
consecutive hours in a single seven (7) day period. Should
Daptiv incur an unscheduled outage in excess of four (4)
hours or more than two (2) unscheduled outages in excess
of two (2) hours or more in duration within a single billing
month, upon notice by Customer and confirmation by
Daptiv, Customer will be credited 10% of that month's
monthly recurring payment. Such service availability does
not, however, include regularly scheduled maintenance or
any unscheduled downtime due to failures beyond Daptiv's
control (such as errors or malfunctions due to Customer's
computer systems, local networks or Internet connectivity).
1.2 Scheduled Maintenance. Upgrades. Daptiv shall conduct
scheduled service maintenance of the Service ("Scheduled
Maintenance") after normal business hours or on weekends. Daptiv
shall give Customer at least five (5) days prior notice of the exact
date and time of such Scheduled Maintenance via e-mail or other
timely means of communication.
2. DATA RETENTION AND RECOVERY. Daptiv shall backup
all data on Service as follows: (a) daily incremental disk
backups; (b) weekly full server backups; and (c) weekly
backup of all stored data at a secure offsite location.
Daptiv shall implement sufficient measures to ensure
that the backup data is accessible and maintained in a
manner to enable restoration of the backup version of
the Service in the event of a system malfunction or
outage.
3. REQUESTS FOR SUPPORT. Daptiv service
representatives will be available to respond to support
requests by phone (1-888-341-9117) and email
(support@daptiv.com) during the hours of 6:00 a.m. -
6:00 p.m. Pacific Standard Time, Monday through
Friday excluding nationally recognized holidays (the
"Support Hours"). Additional support for Daptiv
products is available through the following methods:
• Searching the online knowledge base for answers to
common questions and issues submitted by other
customers at
http://www.daptiv.com/support/kbsearch.htm
• Entering a support request on the support web form
at
http://www.daptiv.com/support/request form.ht
m
5.
RESPONSE AND RESOLUTION TIME. Daptiv service
representatives shall respond to all Customer support
requests in a timely and professional manner and in
accordance with the Customer Response Policy
attached as Addendum A to this Exhibit B.
SECURITY MEASURES. Daptiv shall take, at a minimum,
the following measures to protect unauthorized access to
any Service:
5.1 At ali times during the Term, Daptiv shall use
industry standard online intrusion detection technology to
protect third party access to Service;
5.2 Trained Internet security specialists shall monitor
Service for unauthorized access or use;
5.3 All access to the Service can be accomplished via
the most recent commercially released version of Secure
Socket Layer (SSL);
5.4 Daptiv shall protect Service with a firewall
configured to protect unauthorized access to the Service. If
Daptiv reasonably determines that the Protected Services
may be compromised, it shall notify Customer and take
necessary measures to protect all or affected portions of the
Service;
5.5 Daptiv shall generate and review logs with a Daptiv
network security specialist to detect unauthorized activities
relating to the Service every thirty (30) days;
5.6 In accordance with industry best practices, Daptiv
shall continually upgrade intrusion detection systems and
shall employ additional safeguards as necessary to monitor
Service;
5.7 All Daptiv personnel or technicians who manage or
support Service shall be under a duty or contractual
obligation to (i) protect Service from unauthorized access or
disclosure; (ii) keep confidential all Daptiv-provided
passwords for Service set up; and (iii) comply with all
applicable laws regarding data security and privacy.
dapt'v
1008 Westem Ave., Suite 500 | Seattle, WA 98104
m: 206 341 9117 | f: 206 341 9123 | www.daptiv.com
Exhibit D
Customer Response Policy
Reported customer issues are reviewed and resolved via the process below.
• Logging a Support Case
o The Daptiv Support Portal, allowing immediate entry into our tracking system as well as visibility to all ofyour past and
present inquiries. Contact Support for access to the Support Portal,
o The online web fomi under Help in Daptiv PPM or at http://www.daptiv.com/support/request_form.htm
o Via email at suDPort@daptiv.com
o Via telephone at 1.888.341.9117
• Case Communication
o When initially responding to a case, we will honor the communication preference you choose when the case is created,
o We maintain a 2 business day SUK to follow up on cases requiring additional research. Our goal is to provide updates
within 2 business days, unless an alternate timeframe has been communicated. If you require a specific communication
plan, please communicate your needs to the Support Specialist assigned to your Case.
• Case Response Times
o Daptiv Support will respond to your initial inquiry or Case within 8 hours of receipt, during regular business hours,
o We maintain a 2 business day SLA to follow up on cases requiring additional research.
o Cases resulting in an Issue requiring code changes will be managed according to Product Issue Response and Resolution
Matrix.
• Issue Priority Assignment
o Each Case resulting in an Engineering Issue is assigned a priority rating of 0 to 3 based on set criteria:
• Priority 0 = All Hands Issues = Critical system down Issue
• Priority 1 = System is available, but an issue is blocking system use or feature functionality and has no workaround
• Priority 2 = Potential blocking Issue, but a workaround exists to produce the desired results
• Priority 3 = Not significantly impacting use of the system, workaround exists
• Issue Prioritization for Resolution
o Issues are prioritized for code solutions, with the following considerations:
• Priority 0 - All Hands Issues are handled immediately by a team of Daptiv Specialists. These issues are
expedited and moved into production at the earliest date possible.
• Priority 1 - Issues:
• Issues resulting in the loss of use of system or feature.
• Issues affecting more than one customer.
• Issues with no workaround or an invasive workaround.
• Priority 2 - Issues:
• Issues with significant impact to functionality
• Issues affecting more than one customer
• Issues with minimal effective workarounds.
• Priority 3 Issues:
• Issues with minor impact on system usability.
• Issues with reasonable workarounds.
• Low business impact.
• Escalation Process
o If at any time you feel your Issue is not receiving appropriate attention based on your business needs, the foiiowing
contacts can be used to discuss your issue further:
• The Support Specialist assigned to the Case; communicate your desire to escalate the Case or Issue
• The Director of Support, Tim Forehand, tforehand@daptiv.com. 206.239.7128
• The Customer Success Representative assigned to your account
dapt'v
1008 Westem Ave., Suite 500 | Seattle, WA 98104
m: 206 341 9117 | f: 206 341 9123 | www.daptiv.com
Response and Resolution Matrix:
Priority 0 (System Outage)
An essential business service is stopped or severely impacted and customers are unable to continue performing their work
Phase Response Time Target Time Description
Case Receipt Immediate Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research/ Resolution Immediate Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Root Cause Two business days Root cause documented
Priority 1
An important customer business service is severely impacted, or an essential business service is critically impacted, but
there is a wori<around that is not sustainable.
Phase Response Time Target Time Description
Case Receipt 2 business hours Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research 4 business hours Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Issue
Prioritization
(5-10) business days Daptiv has determined an Issue exists
and requires development efforts. Issue
will be evaluated and prioritized for
resolution.
Priority 2
A normal business service is slightly impacted and a temporary workaround may be available.
Phase Response Time Target Time Description
Case Receipt 8 business hours Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research 2 business days Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Issue
Prioritization
(5-10) business days Daptiv has determined an Issue exists
and requires development efforts. Issue
will be evaluated and prioritized for
resolution.
dapt'v
1008 Western Ave., Suite 500 | Seattle, WA 98104
m: 206 341 9117 | f: 206 341 9123 | www.daptiv.com
Priority 3
There is no impact to the business. These are informational only, and may reflect an area for possible service
Phase Response Time Target Time Description
Case Receipt 8 business hours Daptiv has received the Case and notifies
you of the Case number for tracking
purposes.
Case Research 2 business days Daptiv is actively working to research the
reported problem and is communicating
status updates. This may require
assistance from you or your team.
Issue
Prioritization
Five (5-10) business days Daptiv has determined an Issue exists
and requires development efforts. Issue
will be evaluated and prioritized for
resolution.
dapt'v
^MO So ution Set
mDlementation
Statement of Work for City of Carlsbad
Date: February 1, 2013
Estimate: EST-2437
Project #: 2576
CONTENTS
OVERVIEW 3
SCOPE 3
SERVICES PURCHASED 4
PMO Solution Set Template: 4
Business Driven Implementation: 4
PMO SOLUTION SET OVERVIEW 4
PMO Solution Set Template includes: 4
BUSINESS DRIVEN IMPLEMENTATION METHODOLOGY & APPROACH 5
Stage 1: Discover 5
Stage 2: Model 6
Stage 3: Deploy 7
Stage 4: Optimize 7
CUSTOMER RESPONSIBILITIES 7
1. Customer Project Management 7
2. General Roles and Responsibilities: 7
DAPTIV RESPONSIBILITIES 8
PROJECT ASSUMPTIONS 8
1. Project Location 8
2. Project Team Work Environment 8
3. Availability of Customer Management 8
4. Availability of Customer Personnel 8
5. Initial Data Load 9
RISK ASSESSMENT 9
SCOPE CONTROL PROCESS 9
DELIVERABLE ACCEPTANCE 9
TYPICAL IMPLEMENTATION PLAN 9
TRAVEL AND EXPENSES (AS APPLICABLE) 10
RESOURCES 10
CONCLUSION 11
This Statement of Work (SOW) is between Daptiv Solutions LLC. ("Daptiv") and Carlsbad ("Customer")
dated the 1st [day] of February [Month], 2013 and outlines the services purchased, whether a "services
package" or combination of itemized services. This SOW is governed by the terms of the Daptiv
Subscription Agreement entered into between Daptiv and Customer (the "Daptiv Terms and Conditions").
In the event of a conflict between the Daptiv Terms and Conditions and this SOW, the Daptiv Terms and
Conditions will control.
OVERVIEW
The City of Carlsbad, California, is located 35 miles north of the City of San Diego on the southern
California coast. The City serves an area of 42 square miles with a population of over 90,000. It is
anticipated that build-out will occur in approximately 15 years with an ultimate population of
approximately 120,000.
The City of Carlsbad is seeking to create a Project Management Office to implement a structured
approach to managing project portfolios. The City of Carlsbad has invited Daptiv to submit a proposal to
provide a Project Portfolio Management (PPM) System. The ideal system will provides Carlsbad project
managers with functionality to improve forecasts, resolve issues, create accountability, encourage
collaboration, identify cross-project dependencies and deliver consistent project success.
SCOPE
The scope of this engagement is to implement the Daptiv PMO Solution set as a set of PMO practices and
create a resource management and capacity planning capability. It expected that The City of Carlsbad
PMO would expect the following outcomes as a result of the implementation:
Increased project portfolio transparency
Reduce project management overhead
Increased consistency and timeliness in project reporting
Create resources and capacity management to gain insight on resources and capacity constraints
Described below are the boundaries for each ofthe Daptiv capabilities that will be delivered as a result of
Part 1 of this engagement:
Portfolio Management -
o Portfolio Planning
o Project Intake
o Portfolio Monitoring
Project life cycle management
(methodology) -
o Schedule Management
o Cost/Budget Management
o Task/Activity Management
o Workflow & Governance
o Stage Gate management
o Collaboration
o Document Management
o Project Closeout
o Lessons Learned
o Risk & Issue Management
o Project Change Management
o Benefits Realization
Resource Management and Capacity
Planning
o Resource Planning
o Resource Allocation
o Resource Scheduling
o Timesheets
Portfolio Analytics (reporting) - in support
of:
o Portfolio Management
o Resource Management and
Capacity Planning
o Project Status
o Project Health
SERVICES PURCHASED
PMO Solution Set Template:
• Pre-Configured enterprise template for PMO's
• PMO Solution Set User's Guide
Business Driven Implementation:
• Administrator Series (web based, group training for up to 5 attendees)
• Maximum 3 days of onsite configuration and training in 1 trip (does not include travel
expenses, which will be billed for reimbursement separately)
• Maximum 55 hours remote consulting, configuration, and training
• Maximum 20 hours remote report development
• Administrator Training for up to 5 attendees
Price: $25,185
PMO SOLUTION SET OVERVIEW
Daptiv's PMO implementation package is designed to meet the challenges faced by departmental or
enterprise project management offices. Implemented by PMO experts, Daptiv's PMO configuration
template can help funnel the flood of project requests, optimize and balance the portfolio, assure
resources are properly allocated, and provide a collaborative environment for effective project
management.
PMO Solution Set Template includes:
Project Intake Process configured into Daptiv
• Scorecard custom fields for evaluating benefits, size, and risk
• Request Scorecard custom view
• Project Prioritization report
• Portfolio Optimization reports
Portfolio Management tools:
• Project Landing Map report
• Project Report Card custom view
• Investment Class portfolio custom view
• Investment Class report
• Project Financials Dashboard
Project Management
• Basic Project Management Framework project template
• Custom project status fields
• Roles and Responsibilities dynamic application
• Action Items dynamic application
• Lessons Learned dynamic application
• Expense Budget dynamic application
• Project Status report
• Task Outline report
Resource Management and Planning
• Custom project types and fields for planning non-project work
• Capacity Planning Scorecard custom view
• Weekly Timesheet Analysis report
• Resource Type Capacity Analysis report
• Weekly Departmental Hotspots report
BUSINESS DRIVEN IMPLEMENTATION METHODOLOGY & APPROACH
The following description depicts the Stages, the sequence of work, and the key deliverables
(responsibility for deliverables noted in parentheses) in each Stage of the Daptiv Implementation
Methodology.
'^^^^^^^ ^^^^^^^^ ^^^^^^^^ ^^^^^^^^^ ^^^^^^^^^
Understand the customer's Process and/or Daptiv Design Training and rollout Setting the customer up for
business Interactively model Daptiv to fit continuous improvement
Stage 1: Discover - During this Stage, information is gathered to develop a business context to be
addressed by the Daptiv implementation. Professional Services will conduct business review sessions with
key stakeholders of the Customer organization to understand the business challenges and opportunities
to be addressed with Daptiv. Key activities may include:
Stakeholder interviews
Organization structure review
Decision support requirements review
Portfolio Management practice review
Project Intake process review
Project Management Methodology review
Resource Management review
Key information artifacts (forms, spreadsheets, templates, etc.)
Deliverables:
Artifacts used in the discover stage (Daptiv)
Recommendations for design alternatives (Daptiv/Customer)
Stage 2: Model (on-site) - During this Stage, the relationship between the following elements will be
established:
Business challenges/opportunities & necessary governance decisions
Key business processes and organizational considerations (understanding of current)
Information areas that support the processes, including activities, decisions, outputs, and
communication/messages
Configuration Design
Rollout plan (may be a phased rollout)
Daptiv PPM Configuration (as time allows)
Working as a joint team, the Customer Project Team members and Daptiv Consultants will review key
process, functional, organizational, and technical requirements identified in the previous stage and
develop a high-level Daptiv design. The joint team will also determine the optimal rollout plan, including
any data migration required. Daptiv will then be configured and tested by the joint project team for use
in the Customer environment. Configuration parameters are substantiated and tested for preliminary fit
to the requirements identified during this and prior Stages. The Customer Project Team members are
trained to master basic configuration activities for Daptiv PPM.
Deliverables:
Desiqn Deliverables
Requirements map identifying high-level functional, organizational, and process requirements
(Daptiv)
Daptiv PPM Process Map (Daptiv)
• Portfolio Management
• Project Intake Process
• Project Management Methodology
• Resource Management
Project Methodology Artifact Matrix (Daptiv)
High-level reporting requirements (Daptiv)
Resource Management views and reports defined (Daptiv/Customer)
Configuration Deliverables
User Roles, security and access model defined (Daptiv/Customer)
Working Prototype ofthe Daptiv PPM software configuration (Daptiv/Customer)
• Portfolio Structure
• Security and access model configured
• Edit/Create project custom fields
• Modify/Create portfolio custom views
• Modify/Create WI reports (as appropriate)
• Modify/Create Dynamic Applications (as appropriate)
• Setup Workflow
• Setup Auto-Health Status
• Create Project Requests
• Create Project Templates
• Define Resource Types
• Define Departments and Skills
• Modify/Create Team Manager and Capacity Planner Custom Views
Demonstration of designed solution of the Daptiv PPM application (Daptiv/Customer)
The results of this Stage are reviewed and approved by the Customer Executive Sponsor or Executive
Steering Team prior to commencing deployment.
Note that Daptiv will share joint responsibility with Customer Project Team members to establish
individual users in Daptiv PPM. The Customer team members will receive training in order to complete
these activities.
Stage 3: Deploy - This Stage presents the designed, configured and tested solution and its
integration into the operating environment.
Deliverables:
Customized training materials (Daptiv)
Training of Customer end-users on basic topics based on roles: (Daptiv)
{Optional: Train the Trainer approach in place of end-users training)
• Executives
• Team Members
• Resource Managers
• Project Managers
Stage 4: Optimize - At this point, Customer is positioned to operate the application and processes on
their own, with assistance from Customer Success. Time is allocated, however, for two follow-up meetings
with the project team and selected users at three and six months, post-completion. The purpose of these
sessions will be to review experience using the application and offer recommendations on process and
tool use.
CUSTOMER RESPONSIBILITIES
Customer will furnish qualified personnel, perform and complete assigned tasks, provide the technical
environment and resources, and undertake the responsibilities listed below ("Customer Responsibilities").
1. Customer Project Management. The Customer Project Team will provide project
management and project performance activities. Daptiv's primary role, beyond application
development, will be that of teacher and coach. Our goal is to transfer our knowledge and experience
in order to have Customer become fully self-sufficient.
2. General Roles and Responsibilities:
Customer Executive Team: will own and commit the resources necessary to articulate the
data/information needs, process description, and organizational requirements for the accurate
configuration and adoption of Daptiv PPM to support effective portfolio management.
Customer Project Team: will work with the Daptiv Engagement Team to gain the experience and
skills necessary to design, implement, and support effective project portfolio management. In
collaboration with the Daptiv Engagement Team, the Customer Project Team will learn and perform
the design, configuration, and installation ofthe PPM solution while considering the process
requirements and organizational dynamics.
DAPTIV RESPONSIBILITIES
The Daptiv will work closely with the Stakeholders, Process Owners and Product Champions to identify the
cultural and product requirements, process and methodology requirements and other needs during the
engagement, specifically Daptiv will:
Work closely with the Process Owners and Product Champions to facilitate and document process
consensus amongst the different user groups for use in Daptiv PPM Configuration and end user
training.
Provide best practice consulting based on lessons learned during previous implementations.
Perform configuration and training to support the successful deployment of Daptiv PPM.
Assists the Process Owners and Product Champions with the configuration of the solution to support
the customer needs.
Provide training on the product, process and methodologies that were deployed.
PROJECT ASSUMPTIONS
The estimate of professional services and associated fees for this engagement are based upon the
following major assumptions:
1. Project Location. Required on-site work will be performed at Customer offices in Carlsbad, CA.
Travel to any other location will not be required.
2. Project Team Work Environment. Customer will provide adequate workspace, conference
rooms, and training facilities for the Daptiv Project Team and access to telephones and network-based
facilities for on-site work.
3. Availability of Customer Management. As with any project, issues will arise which will
impact key decisions, time frames, project direction, project resources, priorities, and other critical
factors. Customer management personnel will be available to make key decisions, commit necessary
resources, and establish a sense of priority and urgency to successfully complete the project on a
timely basis. For the Discovery process, approximately 4-5 individual interviews with Key executives
and 1-2 group interviews with other Stakeholders will be conducted to confirm/refine configuration
requirements.
4. Availability of Customer Personnel. Appropriate, qualified personnel and
documentation/information will be available on a timely basis. Customer Project Team personnel will
accept responsibility for their assigned tasks and will complete them within the specified schedule and
at adequate levels of quality.
5. Initial Data Load. As of this writing, all Data for the initial load to Daptiv PPM will be entered by
Customer staff.
RISK ASSESSMENT
This Proposal is based on a combined effort between the Daptiv Engagement Team, the Customer Project
Team, and other subject matter experts. The pace of progress and results are determined by the
availability, commitment, and focus of all involved parties. From discussions with Customer, we have
assumed there is sufficient management leadership and commitment to successfully incorporate the
results of this effort into regular operations within the Customer organization.
Our mutual objective is a successful learning, process improvement, and PPM solution deployment
experience. Because of unforeseen events or additional work requirements, the scope, stated approach,
related activities, and/or time estimates as outlined in this SOW may require adjustments to ensure our
work is properly positioned for success. Any significant adjustments to this Proposal will be submitted
through the Scope Control Process described below.
SCOPE CONTROL PROCESS
Requested scope changes will be submitted to the designated Daptiv Engagement Manager via a written
Change Order If the request involves additional work, the Daptiv Engagement Manager will provide a
written estimate to the Customer Project Manager. If no additional work is required, Daptiv will
incorporate the changes requested into the work plan and report back to the Customer Project Manager.
If additional work is required, any such work will require prior approval and authorization by Customer
before the work is commenced.
DELIVERABLE ACCEPTANCE
The progress toward completion of project deliverables will be a regular topic of discussion between the
Daptiv Engagement Manager and Customer Project Manager Due to the time constraints of this
engagement, the deliverables must be accepted by the Customer Project Manager within five (5) business
days of completion of the deliverables. In the case of refusing a deliverable. Customer must provide
specific grounds for refusal, based solely on one or more failures of the deliverable to meet the express
specifications set forth in this Statement of Work, in writing, to the Daptiv Engagement Manager, within
the same five (5) - business day time frames. Realizing that any delay in acceptance might delay the
project completion. Customer and Daptiv will strive to complete and accept deliverables in a timely
manner.
TYPICAL IMPLEMENTATION PLAN
The Business Driven Implementation is an Agile type methodology that expects customer participation in
making process and standards decisions as well as in the design and configuration of Daptiv. It
emphasizes transfer of knowledge to the customer and ultimate customer ownership of the configuration
and implementation activities. As such, time frames can vary based on the availability of customer
resources, the complexity of the implementation and the speed at which the customer organization
adapts to change. The schedule below is a template only and will be modified after the discovery calls and
the Onsite design sessions. It may, of course, be modified throughout the life of the project by mutual
consent of Daptiv and the Customer.
Weekl Week 2 Weeks Week 4-
ONSUE
Weeks 5-8 Weeks 9 -10 Weeks 11+
Kickoff Call
(intros &
planning
Admin
Webinar
Training
Admin
Webinar
Training
High-level
design and
process
mapping
Modify
training
materials
Conference
room pilot
(Configuration
Validation)
Remote
follow-up
sessions
Discovery
Calls
Discovery
Calls
Group
configuration
and
modeling
sessions
Complete
configuration
and
modeling
Deliver
training
Roadmap
planning
Process
artifact
review
Process
artifact
review
Report
definition
and start
report
development
Complete
reports
Data
Migration
Handover to
CSR
Rollout
planning
GO LIVE
TRAVEL AND EXPENSES (AS APPLICABLE)
The cost of Travel and Expense is not included in this SOW. Customer agrees to reimburse Daptiv for all
reasonable travel, lodging, meals and related incidental expenses incurred during this implementation.
RESOURCES
Additional effort may be required to complete the Daptiv deliverables for this services engagement. At
any time Daptiv may solicit support from Daptiv Solution Partners to better assist with the configuration,
consulting or training for the implementation.
10
It is the responsibility of the customer to provide capable resources to assist with the requirements
gathering for process/methodology and configuration questions in order to best support the successful
implementation.
Typical customer resource requirements are as follows:
Assist with managing the engagement
Someone that can provide reasonable expectations of scope and dates for the review and design
sessions
Adopt an approach to making decisions across Subdivisions and other groups that accelerates
agreement on all key requirements and the proposed design to meet them.
Provide a consistent team that can assist with the following:
• Has a thorough understanding of your business and processes
• Is committed to the success of the project
• Is dedicated on an agreed basis to the project
• Shares a precise vision provided by senior management
• Is vested with the appropriate ownership and authority
• Assumes responsibility for producing certain key project deliverables
• Assumes custodianship of the solution being delivered
• Participates in the successful completion of the configuration/implementation
CONCLUSION
Daptiv Professional Services would like to thank The City of Carlsbad for the opportunity to participate in
The City of Carlsbad Project Portfolio Management initiative. Daptiv believes that the combination of
procedures, processes, documentation, and software described in this Statement of Work can create a
solid foundation for The City of Carlsbad's Project Portfolio Management efforts.
11