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Selectron . <br />PremierPro Support and Maintenance Agreement— Exhibit D <br />This PremierPro Support and Maintenance Agreement (this "Agreement ") is entered effective as of the Service Date (as set <br />forth in Exhibit A to this Agreement), by and between Selectron Technologies, Inc., an Oregon corporation and its successors <br />and assigns (collectively, "Company ") and the City of Santa Ana, California, ( "Customer "). <br />Upon the terms and conditions of this Agreement and for the fees specified in this Agreement, Company will provide to <br />Customer support and maintenance for the Products, as outlined below and setforth in Exhibit A to this Agreement, for the <br />Term of the Agreement (defined below). <br />1. Initial Term: <br />The initial term of this Agreement shall commence upon <br />Contract Execution Date (as that term is defined in Exhibit <br />A), with respect to purchase of the Company product(s) to <br />which this Agreement relates (the "Products "), and shall <br />continue for a period of 12 months (the "Initial Term "). A <br />list of the Products is attached as Exhibit A to this <br />Agreement. <br />2. Renewal: <br />a) This Agreement will automatically renew for successive <br />terms of one (1) year each (each, a "Renewal Term ") unless <br />either party gives written notice of non - renewal at least <br />thirty (30) days before the end of the Initial Term or then - <br />current Renewal Term. The Initial Term and all Renewal <br />Terms shall be collectively referred to in this Agreement as <br />the "Term ". <br />b) The Customer shall maintain continuous coverage of its <br />support contracts in order to be eligible for telephone <br />support, and other services provided hereunder. If <br />Customer provides notice of its intent not to renew the <br />Agreementfor any given Renewal Term, under Section 2(a), <br />and Customer later decides to reinstate support services, <br />the Customer must pay all fees that would otherwise have <br />been paid had this Agreement been renewed without <br />interruption. <br />3. Termination: <br />This Agreement may be terminated by either party at any <br />time and for any reason upon ninety (90) days' prior written <br />notice to the other party. Upon termination of this <br />Agreement by either party and for any reason, Customer <br />shall immediately pay all amounts then due to Company, <br />but Customer shall not be responsible for paying <br />subsequent fees due for the remainder of the then - current <br />Initial Term or Renewal Term. <br />4. Fees: <br />The Customer shall pay Company the service fee set forth <br />in Exhibit A to this Agreement, for the support and <br />maintenance services described in Section 5 of this <br />Agreement (the "PremierPro Support "). <br />5. Support and Maintenance: <br />The PremierPro Support includes: <br />a. Telephone support for general use questions <br />during normal business hours (6:00 a.m. to 5:00 <br />p.m. Pacific Time, Monday through Friday)* <br />b. Use of Company's toll free number for <br />PremierPro Support inquiries <br />C. On -Line technical diagnostic support <br />d. Software correction updates that are made <br />generally available to Company's customers <br />e. 24 Hours, 7 days per week, 365 days per year <br />support for emergency (system down or <br />inoperable) calls <br />g. Development work necessary to support <br />standard version updates to Customer's host <br />database (Le. land management software, utility <br />billing software) and back -end database. This <br />requires two (2) weeks' notice prior to planned <br />system update in order to accommodate <br />scheduling of resources. Please contact <br />support @STlgov.com to schedule. <br />Quarterly Proactive System Review. Company <br />will perform, on a quarterly basis, the following <br />system diagnostics and create a history file and <br />notify the primary Customer contact with the <br />results of these actions: <br />1. Assess the current machine resources <br />including memory, processor, and disk - <br />space utilization <br />2. Examine log files including error logs to <br />identify any anomalous entries <br />3. Apply current validated software <br />updates to the operating system, <br />device drivers, and database server <br />software. <br />'Out -of- cycle' critical updates. Updates that meet <br />these criteria are intended to cure failures that <br />might be likely to cause hardware damage, <br />system unavailability, data corruption, or severe <br />data vulnerability. <br />*Non- emergency calls made after normal business hours <br />will be billed at an hourly rate of 1.5 times the current day <br />labor rate, with a two hour minimum charge. <br />