HomeMy WebLinkAboutC2020-038 - 1/14/2020 - Approved Selectron
TECHNOLOGIES , INC.
PremierPro Support and Maintenance Agreement
This PremierPro Support and Maintenance Agreement(this"Agreement")is entered effective as of the Service Date(as set
forth in Exhibit A to this Agreement),by and between Selectron Technologies,Inc.,an Oregon corporation and its successors
and assigns(collectively,"Company")and the City of Corpus Christi,Texas,("Customer").
Upon the terms and conditions of this Agreement and for the fees specified in this Agreement, Company will provide to
Customer support and maintenance for the Products,as outlined below and set forth in Exhibit A to this Agreement,for the
Term of the Agreement(defined below).
1.Initial Term: b. Use of Company's toll free number for
The initial term of this Agreement shall commence upon PremierPro Support inquiries
Contract Execution Date (as that term is defined in Exhibit c. On-Line technical diagnostic support
A),with respect to purchase of the Company product(s)to d. Software correction updates that are made
which this Agreement relates (the "Products"), and shall generally available to Company's customers
continue for a period of five years(the"Initial Term"). A list e. 24 Hours, 7 days per week, 365 days per year
of the Products is attached as Exhibit A to this Agreement. support for emergency (system down or
inoperable)calls
2. Renewal: f. Development work necessary to support
a)Intentionally deleted. standard version updates to Customer's host
database(i.e.land management software,utility
b)The Customer shall maintain continuous coverage of its billing software)and back-end database. This
support contracts in order to be eligible for telephone requires two(2)weeks'notice prior to planned
support, and other services provided hereunder. If system update in order to accommodate
Customer provides notice of its intent not to renew the scheduling of resources.Please contact
Agreement for any given Renewal Term,under Section 2(a), support@STlgov.com to schedule.
and Customer later decides to reinstate support services, g. Quarterly Proactive System Review. Company
the Customer must pay all fees that would otherwise have will perform, on a quarterly basis, the following
been paid had this Agreement been renewed without system diagnostics and create a history file and
interruption. notify the primary Customer contact with the
results of these actions:
3. Termination: 1. Assess the current machine resources
This Agreement may be terminated by either party at any including memory,processor,and disk-
time and for any reason upon ninety(90)days'prior written space utilization
notice to the other party. Upon termination of this 2. Examine log files including error logs to
Agreement by either party and for any reason, Customer identify any anomalous entries
shall immediately pay all amounts then due to Company, 3. Apply current validated software
but Customer shall not be responsible for paying updates to the operating system,
subsequent fees due for the remainder of the then-current device drivers, and database server
Initial Term or Renewal Term.Customer will be reimbursed software for Selectron provided
for any pre-paid amounts. hardware.
h. 'Out-of-cycle'critical updates. Updates that meet
4. Fees: these criteria are intended to cure failures that
The Customer shall pay Company the service fee set forth might be likely to cause hardware damage,
in Exhibit A to this Agreement, for the support and system unavailability, data corruption, or severe
maintenance services described in Section 5 of this data vulnerability.
Agreement(the"PremierPro Support").
*Non-emergency calls made after normal business hours
will be billed at an hourly rate of 1.5 times the current day
5.Support and Maintenance: labor rate,with a two hour minimum charge.
The PremierPro Support includes:
a. Telephone support for general use questions 6.Support Services:
during normal business hours (6:00 a.m.to 5:00 This Agreement does not include, and the fee set forth in
p.m.Pacific Time,Monday through Friday)* Exhibit A to this Agreement does not cover,support services
relating to the following items:
SCANNED
10.Customer Contacts:
a) Any support or maintenance services relating to Three (3) customer support contacts are allowed.
Products that have been altered or modified by Additional contacts may be added at any time for an
anyone other than Company or a third party on additional $500.00 per contact per Initial Term or then-
Company's behalf. current Renewal Term. Only Customer's customer support
b) Hardware replacement or software errors as a result contacts may contact Company for support services.
of causes beyond Company's reasonable control.
c) Version upgrades of host or backend database Customer's customer support contacts are as set forth on
software. Exhibit A to this Agreement. Customer may change its
d) Direct support for the required application program customer support contacts upon thirty (30) days' written
interface either purchased or procured as part of the notice to Company.
integrated solution.
e) Enhancements, replacements, or modifications to 11. Representations and Warranties; Warranty
current Product versions performed at the Customer's Disclaimer:
request and not intended to resolve a product failure. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
f) Services, support, and configuration of passive fail- LAW, THE PREMIERPRO SUPPORT SERVICES AND OTHER
over server (unless expressly purchased and listed in SERVICES PROVIDED HEREUNDER, AND ALL ASSOCIATED
Exhibit A to this Agreement). PRODUCTS,ARE PROVIDED TO CUSTOMER"AS IS"AND AS
AVAILABLE,AND COMPANY AND ITS SUPPLIERS DISCLAIM
Upon Customer's request,Company may,in its discretion, ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR
agree to provide one or more of the above-listed services in STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED
this Section 6,at Company's then-current published hourly WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
rates or for a fixed fee. If Customer's payments under this PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT OF
Agreement for PremierPro Support provided under Section THIRD PARTY RIGHTS. This warranty disclaimer is made
5 are current upon Customer's request for services regardless of whether Company knows or had a reason to
described in this Section 6,and Company agrees to provide know of Customer's particular needs. No employee,agent,
services described in this Section 6, Customer will receive dealer or distributor of Company is authorized to modify
preferred rates for both standard and after-hours services. this warranty disclaimer, or to make any warranties,
whether orally,in writing,or otherwise.
7. Hardware Maintenance:
Company,at its sole discretion,may use new or refurbished 12.Limitation of Liability:
parts for the repair of any Company-provided hardware in TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
connection with performance of PremierPro Support or LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
services provided under Section 6 of this Agreement. CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY,
SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT
8. Customer Preventative Maintenance: LIMITED TO ANY LOST DATA AND LOST PROFITS,ARISING
Customer shall perform all necessary preventative FROM OR RELATING TO THIS AGREEMENT,THE PRODUCTS,
maintenance as outlined in Company's Administrative AND/OR THE PREMIERPRO SUPPORT OR OTHER SERVICES
Guide, which may be updated from time to time by PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT.
Company. Notwithstanding anything to the contrary in this COMPANY'S TOTAL CUMULATIVE LIABILITY IN
Agreement, if Customer's failure to perform the required CONNECTION WITH THIS AGREEMENT, THE PRODUCTS,
preventative maintenance is determined, in Company's AND THE PREMIERPRO SUPPORT OR OTHER SERVICES
reasonable discretion,to be the cause of any support call, PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT,
Customer will be billed for the support call and the services WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL
required to service the Product,at Company's then-current NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO
hourly rate. COMPANY HEREUNDER IN THE TWELVE- (12-) MONTH
PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GAVE
9. Response Times: RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT
Non-emergency support calls will be responded to within THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN
one(1)business day,however most calls are handled within THIS AGREEMENT AND THAT COMPANY WOULD NOT
two(2)hours of receipt. For PremierPro Support calls made ENTER INTO THIS AGREEMENT WITHOUT THESE
during non-business hours, an answering service takes all LIMITATIONS ON ITS LIABILITY.
support calls.Calls that are placed as an emergency(system
down or inoperable) will be dispatched to the on-call
support staff for response within four (4) hours. Non-
emergency calls will be directed to support personnel,and
will be responded to the next business day.
13. Network Security Disclaimer: Products,and Customer acknowledges and agrees that it is
giving up in advance any right to sue or make any claim
13.1 Internet Security. against Company, and that Customer forever releases
Company's Products may include software that connects to Company from any and all liability, if Customer, or
the Internet. The software is designed to operate within Customer's employees,suffer injury or damage due to the
Customer's secure network environment,and the software failure of outbound services to operate, even though
does not provide any mechanism for security or privacy. Customer does not know what or how extensive those
Specifically,the software relies fully on Customer's security injuries or damages might be.
measures and implements no further security
infrastructure. Company makes no representations or 14.Government Contracts:
warranties to Customer regarding(i)the security or privacy 14.1 In the event that Company shall perform Services
of Customer's network environment;or(ii)any third-party under this Agreement in connection with any government
technologies' or services' ability to meet Customer's contract or in which Customer may be the prime contractor
security or privacy needs. These third-party technologies or subcontractor for a government contract, Company
and services may include,but are not limited to,operating agrees to abide by all laws,rules,and regulations relating to
systems,database management systems,web servers,and said government contract; provided that Customer
payment processing services. Customer is solely provides a copy of the contract to Company prior to
responsible for ensuring a secure network environment. execution of this Agreement.
13.2 Remote Access Security. 14.2 Company advises that,to the extent allowed by law,
In order to enable code development, and Customer the resultant contract terms and pricing may be extended
support and maintenance of the Products, Company to other State of Texas jurisdictions,public entities,political
requires remote access capability. Remote access is subdivisions and government cooperative purchasing
normally provided by installing PC-Anywhere,ControllT,or group(s) whose processing requirements, applications,
other industry standard remote access software. It may specifications and standards coincide with the processing
also be provided through a Customer solution such as VPN requirements, applications, specifications and standards
access. Regardless of what method is used to provide herewith. The extension of this contract to any entity is at
remote access, or which party provides remote access the sole discretion of Company. A qualified entity choosing
software,it is Customer's responsibility to ensure that the to join this contract shall execute a separate contract with
remote access method meets Customer's security the specifications, pricing, terms and rights provided
requirements. Company makes no representations or herewith, directly between the entity and Company, and
warranties to Customer regarding the remote access shall commit a separate purchase order and pay for supplies
software's ability to meet Customer's security or privacy and services by means of their individual accounting and
needs. Company also makes no recommendation for any purchasing departments. Any processing requirements,
specific package or approach with regard to security. applications, specifications and/or standards not covered
Customer is solely responsible for ensuring a secure herewith will be developed and priced separately,based on
network environment. the entity's additional requirements and specifications,and
appended to the new resultant contract. The entity shall
13.3 Outbound Services Disclaimer. deal directly with Company concerning the placement of
Outbound services are intended to create additional orders, invoicing, contractual disputes and all other
methods of communication to Customer's employees who matters. Failure to extend this contract to any entity shall
use the Products in support of existing processes. These have no effect on the consideration of Company's current
services are not intended to replace all interaction with bids or agreements.
Customer's employees or become critical path. While the
outbound services have been created with the best 15. Severability:
available tools and practices, they are dependent on If any provision of this Agreement is unenforceable, such
infrastructure that is inherently not fail-proof,including but provision will be changed and interpreted to accomplish the
not limited to infrastructure such as software, computer objectives of such provision to the greatest extent possible
hardware, network services, telephone services, and e- under applicable law, and the remaining provisions will
mail. Examples of situations that could cause failure include continue in full force and effect. Without limiting the
but are not limited to: down phone lines, all lines busy, generality of the foregoing,Customer agrees that Sections
equipment failure,email address changes,internet service 12 will remain in effect notwithstanding the
disruptions. For this reason,while outbound services are unenforceability of any provision in Section 11.
valuable in providing enhanced communication, they are
specifically not designed to be used as the sole method to 16. Force Majeure:
deliver critical messages.Customer acknowledges that it is Any delay in the performance of any duties or obligations of
aware of the potential hazards associated with relying on either party(except the payment of money owed)will not
an automated outbound service feature, when using the be considered a breach of this Agreement if such delay is
caused by a labor dispute, shortage of materials, fire, 20.Attorney's Fees:
earthquake, flood, or any other event beyond the In the event of a dispute between Customer and Company
reasonable control of such party,provided that such party concerning this Agreement, the prevailing party shall be
uses reasonable efforts,under the circumstances,to notify entitled to recover its reasonable attorneys' fees and
the other party of the circumstances causing the delay,to expenses from the other party.
mitigate the harm or damage caused by such delay,and to
resume performance as soon as possible. 21. Survival.
Sections 3, 11.3, 12, 13-24 and the rights and obligations
17.Independent Contractor Relationship: therein will survive expiration or early termination of this
Company's relationship with Customer will be that of an Agreement.
independent Contractor and nothing in this Agreement
should be construed to create a partnership,joint venture,or 22. Waiver:
employer-employee relationship. Customer is not an agent All waivers must be in writing. Any waiver or failure to
of Company and is not authorized to make any enforce any provision of this Agreement on one occasion will
representation, contract, or commitment on behalf of not be deemed a waiver of any other provision or of such
Company,or to bind Company in any way. Company is not provision on any other occasion.
an agent of Customer and is not authorized to make any
representation, contract, or commitment on behalf of 23. Authority:
Customer,or to bind Customer in any way. Company will not Any person executing this Agreement in a representative
be entitled to any of the benefits,which Customer may make capacity in so signing this Agreement acknowledges his or
available to its employees, such as group insurance, profit her authority to do so and his or her authority to bind the
sharing or retirement benefits. entity on whose behalf the Agreement is signed.
18. Governing Law;Jurisdiction: 24.Entire Agreement:
This Agreement will be governed by and construed in This Agreement and the attached Exhibit(s), which are
accordance with the laws of the State of Texas, without incorporated into and made a part of this Agreement by this
reference to its conflict of law provisions. The United reference, constitute the entire agreement between the
Nations Convention on Contracts for the International Sale parties regarding the subject hereof and supersedes all prior
of Goods does not apply to and shall not be used to or contemporaneous agreements, understandings, and
interpret this Agreement.Any action or proceeding arising communication, whether written or oral. This Agreement
from or relating to this Agreement must be brought in the may be amended only by a written document signed by both
federal or state court located in Nueces County,Texas. parties. The terms on any purchase order or similar
document submitted by Customer to Company will not
19.Notice: modify the terms and conditions of this Agreement or have
All notices,consents,and other communications under this any force or effect.
Agreement must be delivered in writing by courier, by
electronic facsimile(fax),or by certified or registered mail 25. Counterparts:
(postage prepaid and return receipt requested)to the other This Agreement may be signed in one or more counterparts,
party at the address set forth beneath such party's each of which will be deemed to be an original copy of this
signature, and will be effective upon receipt or three (3) Agreement,and, when taken together,shall be deemed to
business days after being deposited in the mail as required constitute one and the same agreement. Each party agrees
above, whichever is sooner. Either party may change its that the delivery of this Agreement by facsimile
address by giving notice of the new address to the other transmission or by PDF attachment to an e-mail
party. transmission will be deemed to be an original of the
Agreement so transmitted and, at the request of either
party, the other party will confirm facsimile or e-mail
transmitted signatures by providing the original document.
(Signature Page Follows]
In Witness Whereof,the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies,Inc. Customer:
By: Todd A.Johnston By: F “A. $XY_E12.,
`
Signed: 2,� !/ Signed: 41_ , Q l_A_.
Title: Presidents Title: '►c&.)cc Oc 1T-rcu_S and.
f
Date: � ' j 2—i)JCj Date: 1. 1'1. 2.0 2-O pf"CYA.I.fe
th( 1Y1CrLF'
Address: 12323 SW 66Avenue Address: MO L Left)ea.(' S^t
Portland,OR 97223 CO(PCIS CI,C►'S*11. ` ' Z St4O I
Approved as to Legal form
thhiiss 31 day of 2019
City Attorney
ATTEST: ' a • # !441.
RE:ECCA HUERTA
1 49):ll l l fi AU I MUkIL►.,
ST COUNCIL_ - 111- G
SECRETARY
EXHIBIT A
Pricing
Extended Maintenance Estimate:
Item Dates covered Amount Payment Due
Date
VoiceUtility November 1,2019 through October 31,2020 $26,050.00 October 15,2019
VoiceUtility November 1,2020 through October 31, 2021 $26,830.00 October 15,2020
VoiceUtility November 1, 2021 through October 31, 2022 $27,635.00 October 15,2021
VoiceUtility November 1, 2022 through October 31, 2023 $28,465.00 October 15,2022
VoiceUtility November 1, 2023 through October 31, 2024 $29,320.00 i October 15,2023
Notes:
• Maintenance estimates for future periods do not include increases to reflect additional functionality
purchased.
• Maintenance estimates for future periods are not a guarantee that annual support agreements will be offered.
You will receive a minimum of 12 months notice of discontinuance of annual support agreements.
Products and Licenses
Production Server:Virtual Server with 20 licensed ports
Test Server: Virtual Server with 2 licensed ports
- Base VoiceUtility.
Current Balance Owed Last Billing Amount
Last Billing Date Last Payment Amount
Last Payment Date Next Billing Date
Standard Reporting Module Transaction Logging
Faxing via Selectron's Hosted Fax Server for:
Payment History
Account Status Detail
Billing History
Payment Confirmation
Payment Processing
Credit Card Processing Module
Convenience Fees
Allow Partial Payments
Spanish Language
Professional Voice-English
Professional Voice-Spanish
Outbound Delivery Services Engine
Delinquency Shutoff Notification