HomeMy WebLinkAbout12-108 - Team Sideline - Tukwila Community Center Sports League Scheduling12 -108
This Agreement for Services (the "Agreement effective August 17, 2012 is by and between Completely
IT Corporation, DBA TeamSideline.com, a California corporation, (hereinafter known as the "Company
and Tukwila Parks and Recreation (hereinafter known as the "Client
WHEREAS, Client finds that the Company is willing to perform certain work hereinafter described in
accordance with the provisions of this Agreement; and
WHEREAS, Client finds that the Company is qualified to perform the work, all relevant factors considered,
and that such performance will be in furtherance of Client's business.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally
bound, the parties hereto agree as follows:
The Company shall provide the following "Services to Client:
TeamSideline client web site to allow Client to manage their content, locations, and schedules. The
TeamSideline client website is not customized for client's specific organization by company. The Client
is responsible for managing site content, schedules and creating /uploading any images.
Training to primary contact and backup contact.
Technical site support between 8AM 5PM M -F. Any non technical requests by users of Client will be
forwarded to the Client's primary contact for action.
Client data housed in a premier datacenter with secure, daily production data backups.
2. Fees for Services.
The Company will be paid as follows:
2.1. Service Fees.
An annual service fee of $299 for up to 80 teams is invoiced to Client when Client TeamSideline site is
created. A renewal invoice will be sent each twelve month period thereafter. If the Site is used for
more than 80 teams, then the annual Site fee changes to $499.00. The $499 fee is for an unlimited
number of teams. The $499 fee replaces the $299 fee. The $499 fee is not additive to the $299 fee.
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3.1 Invoices to Client for money owed.
(a) Invoices will be submitted annually by the Company for payment by Client if payment is due.
Payment is due upon receipt and is past due thirty (30) calendar days from date of invoice. If Client
has any valid reason for disputing any portion of an invoice, Client will so notify the Company within
thirty (30) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice
will be deemed valid. The portion of the Company's invoice which is not in dispute shall be paid in
accordance with the procedures set forth herein.
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3.2 Taxes.
All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added
to any such amount payable by Client the monetary sum equal to any and all current and future
applicable taxes, however designated, incurred as a result of or otherwise in connection with this
Agreement or the Services, including without limitation state and local privilege, excise, sales, services,
withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Client. If
Client does not pay such taxes, the Company may make such payments and Client will reimburse the
Company for those payments. Client will hold the Company harmless for any payments made by Client
pursuant to this Section 3.3.
4.1-iability
4.1 Indemnification.
The Company shall defend, indemnify and hold the Client, its officers, officials, employees and volunteers
harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of
or in connection with the performance of this Agreement, except for injuries and damages caused by the
sole negligence of the Client.
4.2 Insurance.
The Company shall secure and maintain in force throughout the duration of this contract comprehensive
general liability insurance, with a minimum coverage of $500,000 per occurrence and $1,000,000
aggregate for personal injury; and $500,000 per occurrence/ aggregate for property damage, and
professional liability insurance in the amount of $1,000,000.
Said general liability policy shall name the City of Tukwila as an additional named insured and shall
include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice
to the Client. Certificates of coverage as required by this section shall be delivered to the Client within
fifteen (15) days of execution of this Agreement.
4.3 Survival.
Articles 3, 4, and 5 survive the expiration or termination of this Agreement for any reason.
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5.1 Software.
The software provided is not guaranteed to be bug or defect free. However, defects brought to the
attention of the Company will be reviewed and evaluated after such review, a plan for resolution will
be provided to the Client.
5.2 Confidentiality.
The Company and Client shall comply with all applicable laws, regulations and guidelines governing
online privacy in fulfilling its obligations hereunder and in collecting and using personal information
about users of the site.
5.3 Severability.
Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the
validity of any remaining provisions, which remaining provisions shall remain in full force and effect as
if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties that they would have executed the remaining portion of this
Agreement without including any such part, parts, or portions which may, for any reason, be hereafter
declared invalid. Any provision shall nevertheless remain in full force and effect in all other
circumstances.
5.4 Waiver.
Waiver of breach of this Agreement by either party shall not be considered a waiver of any other
subsequent breach.
5.5 Assignment.
The Agreement is not assignable or transferable by Client. This Agreement is not assignable or
transferable by the Company.
5.6 Disputes.
The Company and Client recognize that disputes arising under this Agreement are best resolved at the
working level by the parties directly involved. Both parties are encouraged to be imaginative in
designing mechanisms and procedures to resolve disputes at this level. Such efforts shall include the
referral of any remaining issues in dispute to higher authority within each participating party's
organization for resolution. Failing resolution of conflicts at the organizational level, the Company and
Client agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to
nonbinding mediation unless the Company and Client mutually agree otherwise. Client and Company
shall bear cost of mediation equally. Both parties to bear their own attorneys fees in mediation but the
prevailing party is entitled to its attorney fees in any arbitration or litigation. If the dispute is not
resolved through non binding mediation, then the parties may take other appropriate action subject to
the other terms of this Agreement.
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5.7 Representations; Counterparts.
Each person executing this Agreement on behalf of a party hereto represents and warrants that such
person is duly and validly authorized to do so on behalf of such party, with full right and authority to
execute this Agreement and to bind such party with respect to all of its obligations hereunder. This
Agreement may be executed (by original or telecopied signature) in counterparts, each of which shall
be deemed an original, but all of which taken together shall constitute but one and the same
instrument.
5.8 Residuals.
Nothing in this Agreement or elsewhere will prohibit or limit the Company's ownership and use of
ideas, concepts, know -how, methods, models, data, techniques, skill knowledge and experience that
were used, developed or gained in connection with this Agreement. The Client shall have the exclusive
right to use all data collected or generated under this Agreement.
5.9 Entire Agreement; Survival.
This Agreement, including any Exhibits, states the entire Agreement between the parties and
supersedes all previous contracts, proposals, oral or written, and all other communications between
the parties respecting the subject matter hereof, and supersedes any and all prior understandings,
representations, warranties, agreements or contracts (whether oral or written) between Client and the
Company respecting the subject matter hereof. This Agreement may only be amended by an
agreement in writing executed by the parties hereto.
5.10 Force Majeure.
The Company shall not be responsible for delays or failures (including any delay by the Company to
make progress in the prosecution of any Services) if such delay arises out of causes beyond its control.
Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods,
epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages,
computer or communications failures, and severe weather, and acts or omissions of subcontractors or
third parties.
5.11 Use By Third Parties.
Service performed by the Company pursuant to this Agreement are only for the purpose intended and
may be used only by Client and its teams and players. Client agrees not to use any documents
produced under this Agreement for anything other than the intended purpose without the Company's
written permission. This Agreement shall, therefore, not create any rights or benefits to parties other
than to Client and the Company.
5.12 Data /Domain.
Client organization site schedules, images, and content are the sole property of the Client. The
organization data can be downloaded from the TeamSideline system at anytime with an administration
account for use for any lawful purposed by Client. In the event, the Company suspends services
described in this contract; the Company will provide Client with a digital copy of the Client organization
site account and enrollment transaction data.
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6. Privacy Policy.
6.1. Completely IT Respects Your Privacy.
This TeamSideline Site is owned and operated by Completely IT, a California Corporation. Completely IT
respects your privacy. This Privacy Statement informs you of our privacy practices and of the choices
you can make about the way your information is collected online and how that information is used. This
statement is available on our home page and at the bottom of every TeamSideline Web page.
6.2. Collection Of Personal Information.
On TeamSideline, when you register we will ask you to provide personal information which may include
your name, address, zip code, telephone number, email address, date of birth, gender, user ID and
password. In addition to the information you provide, Completely IT may also collect information during
your visit to TeamSideline using Automatic Data Collection Tools, such as cookies, embedded Web links,
and other commonly used information gathering tools. These tools collect certain standard information
that your browser sends to our Site such as your browser type and language, access times, and the
address of the Site from which you arrived at a Completely IT Site. They may also collect information
about your Internet Protocol (IP) address, and clickstream behavior (i.e. the pages you view, the links
you click, and other actions you take in connection with Completely IT Sites). An IP address is a
number that is automatically assigned to your computer whenever you are surfing the Web, allowing
Web servers to locate and identify your computer. Computers use IP addresses to communicate on the
Internet, allowing users to browse, visit and use web sites.
6.3. How We Use Your Information.
The information Completely IT collects helps Completely IT deliver a consistent and personalized
experience. For example, Completely IT may use your information to increase the security of your log
in process and therefore the security of your information; personalize your TeamSideline experience;
provide service and support; update you on new Completely IT services and benefits.
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A greement
6. Term and Termination
The term of this Agreement shall be for one (1) year from the date set forth below with automatic
renewals equal to the initial term unless Company is notified 30 days in advance of the renewal date.
This contract is viable until terminated.
Either parry may terminate this contract with ninety (90) days written notice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
Company: Complely IT Corporation DBA TeamSideline.com, a California corporation
Signature:z
Authorized Name and Title: 3 6 X
Client/ Organization: Tukwila Parks Recreation, Tukwila, Washington
Signature:
Authorized N nd Title:
Address: C c c; c ,U�.i f C Er° V(
City, State, Zip: �I vkt, o IVY:
Phone c hl�'Clc
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