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HomeMy WebLinkAboutSYSTEM INNOVATORS, A DIVISION OF HARRIS COMPUTER CORPORATION 4 -2014I .d U INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL nap ° '3 — 2. la �. *�- , INNOVATOR Billing Office: N. Barris Computer Corp. Inc. 1 Antares Drive, Suite 400 OTTAWA, ONTARIO K2E SC4 Division Office. System Innovators 10550 Deerwood Park Blvd, Suite 700 Jacksonville, Florida USA 32256 A- 2014 -073 SOFTWARE THIS AGREEMENT F t CITY OF SANTA ANA, a charter city and municipal corporation(" Organization ") The Consultant owns the Software (as defined herein); 2. The Organization wishes to enter into a support and maintenance contract for the Software; 3, The Consultant wishes to provide support and maintenance services to the Organization, all upon the terms and conditions set out in this Agreement. NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: ARTICLE I INTERPRETATION Throughout this Agreement, except as otherwise expressly provided, the following words and expressions shall have the following meanings: aspects (b) "Change Order" means any written documentation between the Organization and Consultant evidencing their agreement to change particular (c) "Designated Computer System" shall mean the Organization's platform and operating system environment which is operating the Software. (d) "Required Programs" shall mean the programs provided by the organization described in Schedule B, attached hereto and incorporated herein. (e) "Source Code" of the Software means the Software written in programming languages, including all comments and procedural code, such as job control language statements, in a form intelligible to trained programmers and capable of being translated into object code for operation on computer equipment through assembly or compiling, and accompanied by documentation, including flow charts, schematics, statements of principles of operations, and architecture standards, describing the data flows, data structures, and control logic of the Software in sufficient detail to enable a trained programmer through study of such documentation to maintain and/or modify the Software without undue experimentation. _r,• 1.4 Headings The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement. Exhibit 1 Standard Support and Maintenance Services - Standard Guidelines Schedule "A" - Description of Supported Software Schedule "B" - Fee Structure and Payment Schedule 2.1 Subject to the terms and conditions of this Agreement, Consultant shall provide support and maintenance services which include revisions, updates and enhancements to the Software and related materials under the Agreement. 2.2 Subject to the terms and conditions of this Agreement, Consultant shall provide software support via telephone and electronic mail consistent with the hours of operation, all as described in Exhibit 1 hereto and in effect as of the date hereof, as such services may, at the discretion of Consultant, be modified or supplemented from time to time (provided that any changes generally apply to all licensees of Consultant). To enable Consultant to provide effective support, the Organization will establish auto remote access based on VPN or equivalent remote access procedures compatible with Consultant's practices. Consultant may update its reimbursement policies from time to time, in which case such updated policies shall apply for purposes of this Support and Maintenance Agreement, provided that such updated reimbursement policies must generally apply to all clients of Consultant. M enhancements will be subject to the Consultant's then-prevailing prices, hourly rates, policies and terms, meaning that such then-prevailing prices will apply to matters such as set-up and training relating to such updates or enhancements. 2.5 The initial term of this Agreement shall be for three years beginning on April 1, 2014 through March 31, 2017. If the Support and Maintenance Agreement is terminated by Organization, it shall be entitled to retain the Software licensed to it as at the date of such termination, but it will relinquish its rights to receive upgrades of, or enhancements to, the Software, or services for the Software IThhiks_AgurretgemfflgenttslhhagNalremain In full force f1: ows: a) If either party neglects or fails to perform, observe or cure within ninety (90) days of written notice of such failure to perform any of its existing or future obligations. b) This Agreement shall continue for the stated Term unless either party terminates with sixty (60) days written notice to the other party. c) If Organization attempts to assign this Agreement or any of its rights hereunder, or undergoes a reorganization, without complying with the Agreement, ARTICLE IV REMEDIES AND LIABILITY (a) Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY ORGANIZATION IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT. 4.2 Intent 43 Remedies Where remedies are expressly afforded by this Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of the Consultant arising out of or in connection with this Agreement, notwithstanding any remedy otherwise available at law or in equity, I FITROURN nZTM7M7M 5.1 bade 6.1 Force Mnipmrp. 6.2 Confidentialitv (a) Duty Owed to the Organization -- The Consultant acknowledges that it may receive information from the Organization or otherwise in connection with this Agreement. Except for information in the public domain, unless such information falls into the public domain by disclosure or other acts of the Organization or through the fault of the Organization, the Consultant agrees: (i) to maintain this information in confidence; (ii) not to use this information other than in the course of this Agreement; (iii) not to disclose or release such information except on a need-to-know only basis; (iv) not to disclose or release such information to any third person without the prior written consent of the Organization, except for authorized employees or agents of the Consultant; and to take all appropriate action, whether by instruction, agreement or otherwise, to ensure that third persons with access to the information under the direction or control or in any contractual privity with the Consultant, do not disclose or use, directly or indirectly, for any purpose other than for performing the Services during or after the term of this Agreement, any material or information, including the information, without first obtaining the written consent of the Organization. r JSJNNNNEELM� SYSTEM INNOVATORS, A DIVISION OF N. HARRIS COMPUTER CORPORATION 10550 Deerwood Park Blvd, Suite 700 Jacksonville, FL 32256 M I M M, C�.Xf Lf, W141 g! W01 fl 1110WAMMIL CITY OF SANTA ANA Address: 20 Civic Center Plaza (M-14) Santa Ana, CA 92702 Contact: Christine Duarte Phone: (714) 647-5335 Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 6.4. 6.5 Ass! ment In Ir"01=1 In Organization engages Consultant under this Agreement solely as an independent contractor to perform Consultant duties which are described in this Agreement. Organization and Consultant expressly acknowledge and agree that Consultant is the independent contractor of Organization an nothing contained in this Agreement or which otherwise exists shall be construed by Organization, Consultant or any third person or entity to create a relationship of joint ventures, partners, or employer and employee. 6.10 Governine Law MM The parties shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each party shall provide such farther documents or instruments required by any other party as may be reasonably necessary or desirable to affect the purposes of this Agreement and carry out its provisions. 12 IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of the date first written above. ATTEST: #, `._.Maria Huizar Clerk of the Council APPROVED AS TO FORM: SOMA R. CARVALHO City Attorney By: �X-i N fir jose-Soodoval Chief Assistant City Attorney SYSTEM INNOV N. HARMS CA [in A DIVISION OF CORPORATION Sumner ve Vice President CITY70F s A / 4,1Z"Z, _--,4 7, z David Ggvaios City Manager UK WN �Wl B MI The purpose of this Exhibit I is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support, a listing of call priorities, an outline of our escalation procedures and other important details. Consultant reserves the right to make modifications to this document as required; provided, however, Consultant shall not reduce the scope of support provided hereunder without the prior consent of the Organization. The services listed below are services that are included as part of your software support. • Limited training questions (15 minute guideline) • Design review for potential enhancements or custom modifications • Ability to attend the annual customer conference (attendance fees apply) Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. 14 Response Times Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however calls will be escalated based on the urgency of the issue reported. Our response time guidelines are as follows: Priority 1: 1 - 24 hours Priority 2: 1 - 2 business days Priority 3: 1 - 5 business days Call Priorities hi an effort to assign our resources to incoming calls as effectively as possible, we have identified three types of call priorities, 1, 2 & 3, A Priority I call is deemed by our support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as follows: UMMKOHI= Priority 2 - Medium • Calculation errors impacting a minority of records • Reports calculation issues • Printer related issues (related to interfaces with our software and not the printer itself) • Securityissues • Workstation connectivity issues (Workstation specific) Priority 3 - Low • System errors that have workarounds • Usability issues S • Performance issues not impacting critical processes • Report formatting issues • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes • Questions on documentation Mlaal= All issues or questions reported to support are tracked via a support call. Our support analysts cannot provide assistance unless a support call is logged. Our current process for logging calls includes the following: Email, phone and fax. 9M � KNITFInfircl 17 =1. Our escalation process is defined below. This process has been put in place to ensure that issues are being dealt with appropriately. If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the support department as follows: Level 1: Contact the support representative working on your issue Level 2: Contact the support supervisor or group lead Level 3: Contact the Director of Support Level 4: Contact the Executive Vice President of System Innovators Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below, An asterisk * next to the holiday indicates that the System Innovators office is closed, however, technical support will be available. President's Day (Observed) Closed Memorial Day (Observed) Closed 40' of July (Observed) Closed Labor Day Closed Columbus Day * Closed Thanksgiving Day Closed Day after Thanksgiving Closed Christmas Day Closed Day after Christmas * Closed M Billable Support Services The services listed below are services that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Extended telephone training • Forms redesign or creation (includes Bill Prints, Notice Prints and Letters, Permits, etc.) • Setup & changes to hand-held interface or creation of now interface • Setup of new services or changes to services (POP, ACH, etc.) • File imports/exports - Interfaces to other applications • Refreshes, backups, restores, setting up test areas • Setup of new printers, printer setup changes • Custom modifications (reports, bills, forms, reversal of customizations) • Setting up additional companies / agencies / tokens / general ledgers • Data conversions / global modification to setup table data Database maintenance, repairs & optimization Extended Hardware & Operating System support Upgrades & support of third party software Installations / re-installations (workstations, servers) iNovah Public API consulting We support customers in the maintenance of independent Test Environments for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment. The creation of Test Databases& Environments is a billable service, quotations& incremental maintenance rates will be provided on request. AT _he ATMaramp M f 19 The services listed below are services that are OUT OF SCOPE and are therefore considered billable: • On-site installation or upgrade of hardware and third party software • Extended telephone training (beyond 15 minutes) • Reconfiguration of hardware and fileservers • Recovering data resulting from client error • Upgrading of hardware systems • Assistance with creation of backup scripts / backup recovery • Assistance with recovering data resulting from system crashes (charges may apply) • Assistance with database installation, configuration and updating • Preventative maintenance monitoring or other services • Recommending or assisting with disaster recovery plans • Re-establishment of Web/ODBC connection if connection was lost due to actions of customer • WEB/lP/ODBC connections to other third party products • Creation of custom reports • Report writer training, upgrades and installations (other than at time of initial purchase) In - iNovah Software — 200,000 .Annual Receipt Volume - Windows XP Professional or Windows % (workstations) - Windows Server 2005 (Web Server) - Microsoft SQL Server 2005 (Database Server) Necessary Anti -Virus protection Microsoft ,NET Framework (workstations & servers) U��, , Total Software and Hardware Support and Maintenance Fee (for budgetary purposes): A. Annual Support and Maintenance Fee are as follows beginning Month, Day, Year (due upon invoice) 1. Total Software and Hardware Support and Maintenance Fee Term 1: April 1, 2014 - March 31, 2015 Description Ext. Price iNovah -SWS $2-3,697.00 20-TPG A776 Printer -HWX 4,200.00 9 - ID Tech Mag Strip Readers -HWX 288.00 5 - Scan 5133 Short Slot Reader -HWX 1,600.00 11 -APG Cash Drawer-HWX 770.00 $30,555.00 2. Total Software and Hardware Support and Maintenance Fee Tom 2: April 1, 2015 - March 31, 2016 Description ExL Price iNovah -SWS $24,882.00 20-TPG A776 Printer -HWX 4,200.00 9 - ID Tech Mag Strip Readers -HWX 288.00, 5 -Scan 5133 Short Slot header -HWX 1,600.00 W 1 I-APG Cash Drawer-HWX 770.00 "o'ou $31,74UO 3, Total Software and Hardware Support and Maintenance Fee Term 3: April 1, 2016 - March 31, 2017 Description Ext. Price iNovah -SWS $26,126.00 20-TPG A776 Printer -HWX 4,200.00 9 .- ID Tech Mag Strip Readers -HWX 288.00 5 - Scan 5 133 Short Slot Reader -HWX 1,600.00 11-APG Cash Drawer-HWX 770.00 (Ml �' ®# SaCicv�a^e end �[�rdsm�a°e Sixpp�a�t end IVT� #�aa��ce fee (fir 3 tea°�s) 59,279.00