HomeMy WebLinkAboutC2006-136 - 4/18/2006 - Approved
Positron Public Safetv S\ ~tems Ind)6Apr/2006
Extended Maintenance
Agreement
ThIS Agreement made as of the 6th day of April 2006.
Between:
Cit) of Corpus Christi, Texas. a municipal corporation of Texas, hereinafter
referred to as "CITY"~
And.
Positron Public Safety Systems Inc., a corporation incorporated under the laws of
Canada. having its registered office at 5101, Buchan, Montreal, Quebec, Canada.
H4P 2R9 (hereinafter referred to as "PPSS").
I. Purpose
Subject to the tel1llS and conditions of this agreement, PPSS agrees to provide CITY with a
Maintenance Program on the Emergency 9-1-1 System components (herein referred as The
EquIpment) purchased by CITY under contract number C49095 dated 09/19/95 and
addItional equipment purchased under Sales Order S 12036 as well as all other equipment
purchased by CITY or the Coastal Bend Council of Governments for the CITY from
PPSS at the time pf slgnature of this Agreement. The equipment is installed at the City of
('orpus Christi PolIce Department at 321 John Sartain St. Corpus Christi. TX and at the
Na\ al Air Statloll FlIe Department located at Naval Air Station. Corpus Christi. TX.
Although this Agreement doe" not distinguish between the two sites, each PSAP will be
treated llldividualh fn\lTI a maintenance and support standpoint.
2. Ilefinitions
u Hardware : Includes all equipment used by the PSAP personnel and Telephone
equIpment "uch as the LifeLlI1e controller. concentrators and interconnecting cabling
tvplcally located in the technical room.
u Software: PPSS '.oftware and tinmvare components installed in PPSS equipment.
2006-136
04/18/06
'\12006- J 16 'ement Cit)' 01 Corpus Christi. Texas
Positron Public Safetv Systems
Positron Public Safetv S\ stems 1r.\'.06!Apri2006
.J Support Center: Posltwn', ('ustomer ServIce dIvision that provides support to end-
u~ers and busl\1es~ partner,
.J Call Center: Positron's ream uf techmcians pro\'lding help desk service to users. The
Cdll Center 1 s part of the ~ upport Center
3. Consideration
In consideration for the services proVIded to CITY by PPSS, CITY shall pay PPSS the
amllunts in accordancL' with Annex I of this contract- Service Level Program.
4. Maintenance program scope
The maintenance prugram outlined below covers all software and hardware equipment
mdlcated in Annex II of this contract. The yearly fees associated with the maintenance
program are indlcated m Annex I of this contract
4.1 Problem management flow
The PSAP SupervlsoL as appointed by CITY. will report a trouble to the first level support
contau, fhls tirst level support contact \vill be accessible 24 hours a day, 7 days a week
through PPSS's Local Customer Support. Should the Call Center technician not be able to
resolve the trouble and require on site presence, he/she will contact the local service provider
for \mslte presence Altemati\ely or concurrently the techniCian may escalate the problem to
PPSS 2nd le\ el support. as detined below.
I" k\ el support
PPSS Customer Support, Corpus Christi. Texas
Positron Public Safety Systems Inc.
Technical Customer Support
reI: 361-993-S225
Fax: 36 -3X4-9679
2nd level SUppOI1:
PPSS Technical Support Center, Montreal, Canada
c\dvanced Support Group
\ND
PPSS Call Center.
Extended J1-1aintenance AKreement - City or Corpus Chri,\,ti, Texas
Positron Public Safe!, S\ stems hH',06 Apr/2006
PPSS propt1sc:-, t( provide un-site prCSelll.T, However., if PPSS elects to use a different
sef\ ice prO\\der. lor 1 easons (If lts (IWll. then PPSS will request the CITY's consent for the
ne\\ :-'LTvice pW\'lcier. ....uch (unsellt not to be unreasonably withheld,
The fhHV chart on (he lollo\\il/'2, page describcs the proccssing ora trouble callfrom initiation to
rCSolllTlOll Trouble call Flowchart
::ITY PSAP SupervIsor
PPSS 1S11evei
support answers
ca:
Creation of a
-. Trouble ticket
1
Problem IS
fixeri
YES
Update of trouble
-IJI--t i.--- --~------------~~-~
ticket
.
f\jO
Escalation to
second level
support
YES
------r
/~~
. .(~rouble fixed?
-'~y:C:
I I
_J-~ I
// ~ J
~ ~rouble fiXed?">--
~ / YES
N6Y/
I
NO
'Problem s with
hardware
YES
----~
locafSer'ViCe
ProVider
Contacted for On
Site reQair
n-l,n
YES PPSS Internal
'Problem :s wltA
Software /~----., problem
escalation process
.
Note: Trouble ticket is closed only with the agreement of CITY PSAP Supervisor. PPSS
tlrst level technical support ]s the owner of the ticket until the closure, and is therefore
responsible for following up untt! problem resolution, regardless of the nature of the
problem. During the problem resolution process. the first level technician will inform CIT
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Extended Maintenance AJ!reemenl Cit)' o{ Corpus Christi. Texas
Positron Public Safeh S~ stems Indl6; Apri2006
PSAP Supervisur ,)f resolutioll progress. All communication regarding open trouble tickets
wil be handled hv the tirst SUrp0l11evel technician.
4.] Interface tp cu~tomer Site~
In order to provide the agreed level of support, the Support Center personnel and PPSS-
mandated technicians will require access to customer installations. Methods of access are as
described m the following sectIons.
4.] 2 Remote Connection
PPSS Support Center requires a dial-up facility to be supplied by CITY for remote log-in to
customer sites. This facility will primarily be used to analyze and modify the system
contiguratlOn. where applicable. It may also be used to modify the system configuration for a
problem work-around and to aid problem analysis. This facility may also be used for
transmission of softwdre updates tn client sites. This facility must be available twenty-four
hours d da v.
PPSS request to halt any system functionality will require CITY PSAP Supervisor approval.
PPSS will NOT perform any servIce affecting activity without informing the CITY PSAP
SupervIsor in advance and receiving proper authorization.
PPSS recognizes the need t<.n secunty of dial-up facilities. PPSS will agree to work within
CITY security guiddines \\hencwr possible. If remote dial in support facility is
cumbcrsome or dysfunctional. PPSS will not be held liable for response times.
4.2 Severity levels
4.2 Severity [. Product failure/Loss of service
This class of problem is senice affecting and deemed a critical problem which requires
immethate action. Sel"vice atkctmg IS when "service lost" means inability of the Center to
proper I v pertorm Its duties
Such problems would involve total system tailure, total loss of functionality, which renders
the system inoperable The "pecitic list of Severity 1 failures will be pre-determined with
the CITY
4.2 ~ Severity.2 Se\ erely impaired functionality
This dass pf problem is feature affecting and is deemed an emergency and requires
immediate action by the Support Center. Feature atlecting means loss of a feature that limits
the ability of the cenler to pcrfoml lts duties but the core abilities (handling of calls) are
unatlected
Such problems would involve the failure of or loss of functionality of any non-critical
functional component feature. however the system is still operable. Categorization of which
components are non-critical w1l1 be agreed with CITY.
Extended Maintenance A.greement . City or Corpus Christi. Texas
4
Positron Public Safeh S,.,tems Indl6! \pr2006
4,2:; Severit\< 3 Non critICal system failure (Non servIce affecting)
Thi" class or' problenl requirl's action from the Support Center within a short time, Such
problems may cause performance degradation or system components to not function
'lccurdll1g to speciticai Ion.
4.2 4 Severity 4: Minor problem or query
ThIS dass of prohlem is nOll-serVIce affecting. It includes incorrect operation of minor
functionality or system componenb that are infrequently used, and problems which have
feasIble workarounds available System configuration requests such as speed-dial
reprogrammll1g will also be considered under this category.
4.3 Response Time
Table t
Severity
- .~_.._--"
S~~!t:ity 2.=t=_. Severi 3
60 minutes 1120 minutes
2 hours 24 hours
.~_.._.----- - -..--- ....---.-.-.-
Severi 4
C all return within:
Arrival on site:
30 minutes
2 hours
24 hours
As required
/Vote: Should a Call (enter T cchnician not be able to serve the CITY's demand for service
immediately. a PPSS technician w1l1 call the CITY's PSAP within the duration indicated in
[able 1 above and commence remedial action. The Arrival on site time indicated in Table I
above refers to the elapsed time hetween the initial call placed by the CITY to PPSS's Call
Center and the arrival ()f a tcchnician on site
4.4 Exclusions fo.' Support Service
The following sen ices are outside the scope of PPSS maintenance support services provided
hereunder and may incur additional charges, on a time and material basis.
(a) repair of damaged or increase 1Il service time due to any cause external to the Product
adversely affecting its operability or serviceability whieh shall include, but not be limited to,
tire. t1ood. water. w111d. lightning. and transportation of equipment from one location to
anothcL or due 10 neglect or mIsuse. '\Jeglect or misuse is determined by product
documentation
(b) repair of damage or increase in service time caused by failure to continually provide a
suitable installation environment lI1c1uding, hut not limited to, the failure to provide adequate
electrical power air CllOditiorlll1g or humidity control, or CITY's improper use, management
or supenision of the equIpment including. without limitation, the use of supplies and
accessories. Proper use and em iwnmental requirements are determined by the Prod~ ~
Extended kfaintenantl' A.l!reemellt City of' Corpus Christi. Texas 5~
Positron Public Safl'h S",tl'ms IndI6/.\pr2006
dOCUIltCntatilll1
(c) repair of prohlems caused h\ the use of the Product for purposes other than for which it is
deSigned.
(d) hardware and network changes without documenting and/or notifying PPSS of these
changes at least seventy-two 172) hours prior to their execution. This includes accessories
and atter sale peripherals not suppl1ed by PPSS or not approved for interacting with PPSS
equipment
4.6 Service Level Agreement
The following sen ice level covers all equipment outlined under Annex II of this contract, i.e.
software and hardware components purchased under purchase agreements numbers S 1 0359
(CCPD) and SI03hl (\lAS-CCI.
Table 2
· PPSS Technical Support j days/week. 24 hours/day
· loc.11 Service pf(nider Support Engineer 7 days/week, 24 hours/day
· Spare pm1s delivered to the PSAP within forty-eight (48) hours if the
part IS unavailahle from local stock
· Part" requirements fiJr Severities I and 2 described in Sections 4.2.1
dnd -+.2.2 handled within 24 hours.
5. Appropriations
All parties recognize that the continuation of any contract after the close of any fiscal year of
the City, which tiscal veal' ends on July 31 of each year, will be subject to appropriations and
budget approval proViding for cOHTing such contract item as an expenditure in said budget.
The CIty does Ilot represent that said hudget item will be actually adopted, said determination
beiIlg within the sole dIscretion of the City Council at the time of adoption of such budget.
o. Term
6.1 This agreement shall come into t()rce September I, 2002, and will run for a period of
three (3) yeah. Thercafter. the agreement may be renewed for successive one-year
periods ur a period mutually agreed to by PPSS and the CITY. PPSS will provide
the CITY with an amended proposal at least sixty (60) days prior to the expiration f
6
Extended Ma;ntenanu' Agreement City of Corpus Christi, Texas
Positron Public Saf{.t\ S,..,tems 1111 06!\pr2006
the (urren1 Cllntra<.:t. Ihc CITY wi]] provide PPSS with its decision to continue to
reCe1\T'TICltnknancc "l'n 1l'es at least thirty (30) days prior to the expiration of this
agreement
fl.2 Pnor to cancel ng maintenance. PPSS shall give one hundred and eighty (180) days
pnor wntten n"tice to CITY.
fd Pnor to cancel 109 maintenance. CITY shall give one hundred and eighty (180) days
pnor wntten n, ltice to PPSS.
7. Maintenance program fees
As per schedule descnbed in \nnex I Senlce Level Program
8. Payment
7.1 In accordance with the senlces provided during term of this agreement, CITY shall
pay PPSS in advance. an amount equivalent to the yearly fees indicated in Annex I.
A late payment charge of I () () per month will apply for any overdue amount which is
unpaid for fem v- five (45) days after the date ofreceipt of an invoice.
'.2 The pnce IS exclUSIve \)f any sales. goods and services, excise, value added or similar
taxes of an y k md. whether pf federal or any other jurisdictional level. CITY agrees
to pay and hold PPSS harmless from any liability for any such taxes.
8. Breach or Default
Should either party be in breach \11' default of this agreement, the other party shall give a
written notice stating that a breach or default exists. If the party in default has not started or
completed appropnate correctIve actIon within sixty (60) days, then the other party may at its
optlOn declare this agreem\..'nt to he in default and may elect at its sole discretion to cancel
this agreement and to !.'xercisc am right or remedy it has in law, subject to this agreement.
9. Limitation of Liabilit~
(j.l In nn event "hall either party be lIable to the other for any indirect, incidental,
exemplary special or consequcntial damages including loss of profit that arise out of
any transactinn or occulTence under this agreement or with the supply, use or
pertl.lDTIanCe uf any cljuipment or service rendered. PPSS total liability to CITY for
damages under this Agreement shall be limited to direct damages.
7
Extended Maintenullo' A}.:reemellt Citr ot Corpus Christi. Texus
Positron Public ~afel\ S, ..tems IndI61\pr/2006
10. Insurance Re4uircments
10 PPSS shall mamtain gL'nerai liability msurance policies in an amount of not less than
tW(~!D!llio!Ldollars_ ti'::_JlQQ.OOO.Qill aggregate per occurrence, and workers'
compensation policies as relluired bv state law. PPSS may self-insure. Insurance
requirements ,ire attached as a separate Annex IV -- Insurance Requirements of this
contLiCt
I 1. General
11. ! Except as set lorth lt1 lhis agreement CITY understands and agrees that there are no
representatIon or walTanties or conditions expressed or implied, including any
warranties or conditions or merchantability or fitness for a particular purpose with
respect to the ,en ice.., pnl\lded under this agreement.
11._ A.ny notIce.., 0' demands required or permitted to be given in connection with this
agreement shal I be gi yen to parties in writing by facsimile or Email, or regular mail at
the address mentioned below. or to such other address as the parties may hereafter
substItute bv \\ ritten n\ltice g1\en in the manner prescribed in this section.
PPSS I \JC
.;; I () I Buchan. \1ontreal. QC. Canada. H4P 2R9
\ttcntilln: Director. Customer Service
iac,inll/c. (514) 345-:::::4
l.lm I if .'\' IImJol!!i.!::Jl(i,0. frIO II. q C_(il
CITY:
:\ ttentinn:
f ({c\inu/e.
I!1lUl /
J .uis Cuellar. 9-1- I Administration
! 3(jJ J 88n-_J(j53
ii0.(~Ucl ('.\(1..\. ((!{lI
] J.; Neither paJ1y may as..,ign thIS agreement. without the written consent of the other
part). whlL'h ..,hall not be unreasonably withheld. PPSS may assign the same to a
subsloiarvlr ,tltiliate without the consent of CITY.
! 1.4 Anncxe" t(\ thh a,61feement are attached hereto and made a part hereof.
I I.:' ThIS agreement contains the complete and entire agreement between the parties, and
supersedes a] prior ,)ral (\r \vritten communications, proposals, or agreements
between the parties r,~lating to the same subject matter. No change, addition or
moditicatipn (If any lif the tClms Ot' conditions thereof shall be binding unless in
WrIting Jnd si~ned by hoth panies.
Extended Muintenwu'" AK/'eemenT Cit)' of Corpus Christi, Texus
8
',~
',,--,
Positron Publk Saft'l\ S~'lellls Inr 06, \pl :2006
11.(> fhls agrcclllerl shall 0l' gO\ cllled h\ and Interpreted In accordance with the laws of
Nuccl'S (\unt ,Te\a:,
] 1,- ThIS o.grcemen is exccuted hv the duly authorized representatives of the parties and
shall he cncct:ve on the date set out on page one of this agreement.
CITY /~i
J'"
Per
1'...__ _______
~,~ le.o0,"_
(\+t /Vl-IWh'j-e'l
itJ6fO~
Titk:
Date:
tr~
:I' ';'8...' ( ~<f
Approved as to form: ~~ c L.
c' -^ v-. .' 4Z . A..-- .~
jsa Aguilar _
Assistant City Attorney
For City Attorney
ffi4b j,-.fr. AU' "'1''''''
tT cou..cn .-!iM/di:...
~~fcmA~-rLL
,/
,/
-, rl ,\ b, f'\. '" j( A ~(IS
Title:';,f f>.,\C,h. (ofd)C\c"T~ LE:64L. C()\";"'.l(~fk.
Date: f-I \)~\ \ 1--..._ (, 200 (,
Extended Maintenallce A:;reement City ot' Corpus Christi, Texas
9
Positron Publk Safe!' Sy'tems Indl6/ \pr!2006
.ANNEX I
SERVICE LEVEL PROGRAM
1 9/1/2005 - 8/31/2006
2 9/1/2006 - 8/31/2007
39/1/2007 - 8/31/2008
$ 43,727.64
$ 45,476.75
$ 47,295.82
Note~
Above fees arc yearly fees. excluding any tax or duties applicable in Texas,
and arc under the assumption of a three year contract.
Extended Maintenance Afll'eemellt- City (If" COl'pu.\ Christi. Texas
10
Positron Publir Safet\ Systems Indl6i\pr.2006
A.NNEX II
DESCRIPTION OF EQUIPMENT
Hardware and Software
The eqUlpment cdvered in this agreement is that as described on sales contracts and quotation
to the Coastal Bend Cl 'uncil of Governments'
( 1) 510359 dated 073(1; ]l)l)6
(2) 510361 dated 12 (CS;]l)lJ6
as well as all Positron equipment (mstalled in the technical rooms and dispatch areas) sold by
PPSS to CITY
Extended Maintenance AgreemellT City of Corpus Christi. Texas
11
Positron Publk Safe!, S"tems Jnl' ll6/ \pr2006
ANNEX III
DESCRIPTION SEVERITY LEVELS
The tollowing describe" the severity lc\els as understood under this Agreement.
Level I
Level t severity I~ the highest le\ el of servIce loss by the PSAP. The primary service,
handling of calls. 1S no longer available due to failure by a Positron-supplied component.
Level I is consIdered a" TOTAL loss of serVlce by the PSAP. This situation will be
processed with the highest Ie\el of priority by PPSS regardless of the cause.
Level 2
Level .2 severity mdicates that ..:all handling capabilities are present but are severely impacted
by eqUipment failure. l'ypical examples are loss of AN IiALI delivery to positions and loss of
call handling capabdit\ at one or more positions.
Level 3
Non-cntical system faIlures that are non-service atTecting. The PSAP is capable of handling
calls hut certam components an: not pertlJrming to published specitIcations. This level
usually applies to performance degradation of any equipment that is non-critical (printer,
stand-by/backup compl ments. dC.1
Level 4
Level 4 severity h a minor problem or a request tor contIguration service. Non-critical
functions that may he resolved with a workaround are considered under this category. Under
this A~'Teement. "ystem recontiguration requests such as speed dial changes will be classified
as Lc\cl4
",
E.xtended Maintenance Agreement - Cifr of Corpus Christi, Texas
12
Positron Publk Satet' S~"tems Ine 06/ \pri21106
A.NNEX IV
INSlJRANCE REQUIREMENTS
A. PPss Inust Iw1 commence work under this agreement until all insurance
reqUIred herein has been obtained and such insurance has been approved by the City. PPSS
must not allow any suhcontractor to commence Work until all similar insurance required of
any subcontractor has heen ohUined.
B. PPSS must fUl11ish to the City's Risk Manager two (2) copies of Certificates
of Insurance, show1l1g the t()llclwing minimum coverage by insurance company(s) acceptable
to the ('Ity's Risk Manager. The ('ity must be named as an additional insured for the General
LiabIllty and a blanket wai\ er of subrogation is required on all applicable policies.
!-.-.-.
TYPE OF INSURANCE
-.
MINIMUM INSURANCE COVERAGE
_.
ge. non- Bodily Injury and Property Damage per
notice of occurrence aggregate
BIUTl' $2.000,000 COMBINED SINGLE LIMIT
WHICH COMPLIES WITH THE TEXAS
WORKERS' COMPENSA nON ACT AND
PARAGRAPH II OF THIS ACT AND
PARAGRAPH 2 OF THIS EXHIBIT
- $500,000
~,._-
i ~O-Day written notice of material chan
i renewal or termination and 0 day \\ rittcn
i cancellation IS required 0 nail certi fi cates
i COMMERCIAL GINFRAL I 1;\
meluding
CommercIal F0l111
,P, Premises Operatlon~
.:i Products Completed Opcratiom:
. 4 Contractual Liabilitv
=' Independent Contract! Irs
. 6. Personal Injury
1--- ------ - --______ __ __..
WORKERS' COMPENS-\TION
EMPLOYERS' LIABILITY
C', In the event of accidents of any kind, PPSS must furnish the Risk Manager
with copies of all reports of such aCCIdents at the same time that the reports are forwarded to
any other intereqed parties.
D. ADDlTlONAI REQL IREMENTS
I. PPSS must obtain workers' compensation coverage through a licensed
insurance company obtained in accordance with Texas law. The contract for
coverage must he \\Titten on a policy and endorsements approved by the
Extended Maintenance AKreement Citl' o.f Corpus Christi, Texas
13
Positron Publif Salet~ S~stems Inr.06!\pr:2006
! cxas Department ()t Insurance. The coverage must be provided in an amount
<,ufticitTII tp ds:;ure that all worker< compensation obligations incurred by the
( 'In'>ulLmt \\ 11 ;1C~ pr<lmptly met
)
C l~rtJtic,lre of Insurance:
(jlhe Cit" of Corpus Christi must be named as an additional insured on
1 he General l1ability coverage and a blanket waiver of subrogation is
equired on all applicahle policies.
h f your insurance company uses the standard ACORD form, the
,ancel!atlon clause (hottom right) must he amended by adding the
,orchng "changed or" hetween "be" and "canceled", and deleting the
'lords, "'~ndea\ or to" Wid deleting the wording after "left",
l 'he name nt the project must be listed under "Description of
t lperatlOns"
d '\t a t11l11imum. c: 30-day written notice of material change, non-
.enewal. temlination and a IO-daywritten notice of cancellation to the
i{isk Manager IS required.
t. fthe ccrtificate pf insurance does not show on its face the existence of
he co\cragc required hy items B. (1)-(6), an authorized representative
,,1' the ] :lSurance company must include a letter specifically stating
,hether Items! B), ( I H 6) are included or excluded,
Extended Maintenancl! 4Kreement . Citl' of Corpus Christi. Texas
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