R-2016-195 2016-10-24RESOLUTION NO. R2016-195
A Resolution of the City Council of the City of Pearland, Texas,
authorizing the City Manager or his designee to renew a Software
Maintenance Contract with Sungard HTE/OSSI/TraKiT in the
estimated amount of $303,656.92 for the period of October 1, 2016
through September 30, 2017.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City Manager or his designee is hereby authorized to
renew a Software Maintenance Contract with SunGard HTE/OSSI/TraKiT, including the
Maintenance Cost Schedule, a copy of which is attached hereto as Exhibit "A".
PASSED, APPROVED and ADOPTED this the 24t1 day of
October, A.D.. 2016.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
00,11'1i/4,,'''
_�.
2s.-1
DocuSign Envelope ID: 442C0530-4AD6-4FC5-8D92-AEBF306FC942
Resolution No. R2016-195
Exhibit "A"
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
SunGard Public Sector LLC
a Florida corporation
with headquarters at:
1000 Business Center Drive
Lake Mary, FL 32746
("SunGard Public Sector")
AND
City of Pearland Police Department
2703 Veterans Dr.
Pearland, TX 77584
(for purposes of this Agreement, "Customer")
By the signatures of their duly authorized representatives below, SunGard Public Sector and Customer,
intending to be legally bound, agree to all of the provisions of this Agreement and all Exhibits,
Supplements, Schedules, Appendices, and/or Addenda to this Agreement.
City of Pe la • PplJce Departcpent, TX SunGard Public Sector LLC
FoocuSlgned by:
SA. N iApikaln.1A,
BY:
PRI r AM, %. Fe ar46(V
BY:
PRINT NAME: Lisa Neumann
PRINT TITLE: CC/I)/ Mara of ( PRINT TITLE: Controller
DATE SIGNED: 10. 24.1 b L.J
SPS STANDALONE Maintenance 030116
DATE SIGNED: September 14. 2016
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THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the Execution
Date, and SunGard Public Sector's obligations hereunder will commence on Execution Date.
SunGard Public Sector and Customer have entered into a Software License and Services
Agreement dated as of the Execution Date (the "License Agreement") for the Software. Customer desires
that SunGard Public Sector provide Maintenance and Enhancements for and new releases of the Baseline
Software identified in Exhibit 1 on the terms and conditions contained in this Agreement, and for the
Custom Modifications identified in Exhibit 1 on the terms and conditions of this Agreement Accordingly,
the parties agree as follows:
1. Definitions.
' Exhibit 1" means, collectively: (i) The
schedule attached to this Agreement which is
marked as `Exhibit 1," including all attached
Software Supplements; and (ii) any schedule
also marked as "Exhibit 1" (also including any
attached Software Supplements) that is
attached to any amendment to this
Agreement. Other appendices to this
Agreement are numbered sequentially and are
also "Appendices."
"Baseline" means the general release
version of a Component System as updated to
the particular time in question through both
SunGard Public Sector's warranty services
and SunGard Public Sector's Maintenance
Program, but without any other modification
whatsoever.
"Component System" means any one of
the computer software programs which is
identified in Exhibit 1 as a Component
System, including all copies of Source Code,
Object Code and all related specifications,
Documentation, technical information, and all
corrections, modifications, additions,
improvements and enhancements to and all
Intellectual Property Rights for such
Component System.
"Confidential Information'. means non-
public information of a party to this
Agreement. Confidential Information of
SunGard Public Sector includes the Software,
all software provided with the Software, and
algorithms, methods, techniques and
processes revealed by the Source Code of the
Software and any software provided with the
Software. Confidential Information does not
include information that: (1) is or becomes
known to the public without fault or breach of
the Recipient; (ii) the Discloser regularly
SPS STANDALONE Maintenance 030116
discloses to third parties without restriction on
disclosure; or (iii) the Recipient obtains from a
third party without restriction on disclosure and
without breach of a non -disclosure obligation.
"Discloser" means the party providing its
Confidential Information to the Recipient.
"Documentation" means the on-line and
hard copy functional and technical specifications
that SunGard Public Sector provides for a
Baseline Component System, and that describe
the functional and technical capabilities of the
Baseline Component System in question.
"Execution Date" means the latest date
shown on the signature page of this Agreement.
' Eauioment" means a hardware and
systems software configuration meeting the
"Equipment' criteria set forth in Exhibit 1.
"Intellectualrppertv i��hts" means all
patents, patent nghts, patent applications,
copyrights, copyright registrations, trade secrets,
trademarks and service marks and Confidential
Information.
"Software" means the Component
Systems listed in Exhibit 1.
"Object Code" means computer programs
assembled, compiled, or converted to magnetic
or electronic binary form on software media,
which are readable and usable by computer
equipment.
"Recipient" means the party receiving
Confidential Information of the Discloser.
"Software Suorlement" means, with
respect to a Component System, the addendum
provided as part of Exhibit 1 that contains
additional terms, conditions, limitations and/or
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other information pertaining to that
Component System. If any terms of a
Software Supplement conflicts with any other
terms of this Agreement, the terms of the
Software Supplement will control.
"Source Code" means computer
programs written in higher-level programming
languages, sometimes accompanied by
English language comments and other
programmer documentation.
"Contract Year' means, with respect to
each Baseline Component System and
Custom Modification, the period identified in
Exhibit 1.
"Custom Modification" means a change
that SunGard Public Sector has made at
Customer's request to any Component
System in accordance with a SunGard Public
Sector -generated specification, but without
any other changes whatsoever by any person
or entity. Each Custom Modification for which
SunGard Public Sector will provide Customer
with Improvements is identified in Exhibit 1.
"Defect" means a material deviation
between the Baseline Component System and
its Documentation, for which Defect Customer
has given SunGard Public Sector enough
information to enable SunGard Public Sector
to replicate the deviation on a computer
configuration that is both comparable to the
Equipment and that is under SunGard Public
Sector's control. Further, with regard to each
Custom Modification, `Defect' means a
material deviation between the Custom
Modification and the SunGard Public Sector -
generated specification and documentation for
such Custom Modification, and for which
Defect Customer has given SunGard Public
Sector enough information to enable SunGard
Public Sector to replicate the deviation on a
computer configuration that is both
comparable to the Equipment and that is
under SunGard Public Sector's control.
"Enhancements' means general release
(as opposed to custom) changes to a Baseline
Component System or Custom Modification
which increase the functionality of the
Baseline Component System or Custom
Modification in question.
"improvements" means, collectively,
Maintenance, Enhancements and New
Releases provided under this Agreement.
SPS STANDALONE Maintenance 030116
"Maintenance" means using reasonable
efforts to provide Customer with avoidance
procedures for or corrections of Defects. The
hours during which Maintenance will be provided
for each Component System, the targeted
response times for certain defined categories of
Maintenance calls for each Component System
and Custom Modification, and other details and
procedures (collectively, the ''Maintenance
Standards") relating to the provision of
Maintenance for each Component System and
Custom Modification are described in attached
Exhibit 1.
"New Releases" means new editions of a
Baseline Component System or Custom
Modification, as applicable.
"Notification" means a communication to
SunGard Public Sector's help desk by means of:
(i) SunGard Public Sector's web helpline; (ii) the
placement of a telephone call; or (iii) the sending
of an e-mail, in each case, in accordance with
SunGard Public Sector's then -current policies
and procedures for submitting such
communications.
2. Services.
(a) Tvneok Services. During the term of
this Agreement, lunGard Public Sector will
provide Customer with Maintenance for,
Enhancements of, and New Releases of each
Baseline Component System and each Custom
Modification identified in Exhibit 1.
(b) Limitations. All improvements will be
part of the applicable Baseline Component
System/Custom Modification, and will be subject
to all of the terms and conditions of the License
Agreement and this Agreement. Customer must
provide SunGard Public Sector with such
facilities, equipment and support as are
reasonably necessary for SunGard Public
Sector to perform its obligations under this
Agreement, including remote access to the
Equipment.
3. Payment and Taxes.
(a) Maintenance Fees. For the
Improvements, Customer will pay SunGard
Public Sector the amount provided for in Exhibit
1 as the 'Payment Amount" for the first Contract
Year. For each Contract Year subsequent to
the initial Contract Year, SunGard Public Sector
reserves the right to increase the Improvements
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fees. Fees for Improvements for a Baseline
Component System/Custom Modification are
due on the first day of the first month of the
Contract Year for that Baseline Component
System/Custom Modification.
(b) Additional Costs. Customer will also
reimburse SunGard Public Sector for actual
travel and living expenses that SunGard
Public Sector incurs in providing Customer
with Improvements under this Agreement, with
reimbursement to be on an as -incurred basis.
Such travel and living expenses will be
governed by SunGard Public Sector's
Corporate Travel and Expense
Reimbursement Policy and will be invoiced on
a monthly basis in arrears and due within thirty
(30) days from the date of invoice.
(c) Taxes. Customer is responsible for
paying all taxes (except for taxes based on
SunGard Public Sector's net income or capital
stock) relating to this Agreement, the
Improvements, any services provided or
payments made under this Agreement.
Applicable tax amounts (if any) are NOT
included in the fees set forth in this
Agreement. If Customer is exempt from the
payment of any such taxes, Customer must
provide SunGard Public Sector with a valid tax
exemption certificate; otherwise, absent proof
of Customer's direct payment of. such tax
amounts to the applicable taxing authority,
SunGard Public Sector will invoice Customer
for and Customer will pay to SunGard Public
Sector all such tax amounts.
(d) Late Charges. Customer will pay
each SunGard Public Sector invoice by no
later than thirty (30) days after receipt. Late
payments are subject to a late charge equal to
the lesser of: (i) the prime lending rate
established from time to time by Citizens
Bank, Philadelphia, Pennsylvania plus three
percent (3%); or (ii) the highest rate permitted
by applicable law.
4. Term. This Agreement will remain in full
force and effect throughout the initial Contract
Year. After the initial Contract Year, this
Agreement will renew for an additional
Contact Year unless, at least six (6) months
prior to the expiration of the initial Contract
Year, Customer notifies SunGard Public
Sector in writing of Customer's intent not to
renew the Agreement for the second Contract
Year. After the second Contract Year, this
Agreement will automatically be extended for
SPS STANDALONE Maintenance 030116
consecutive Contract Years on a year-to-year
basis unless either party notifies the other in
writing of its intent not to extend this Agreement
for any particular Baseline Component
System/Custom Modification at least six (6)
months prior to the expiration of the then -current
Contract Year.
5. Disclaimer of Warranties. Customer
agrees and understands that SUNGARD
PUBLIC SECTOR MAKES NO WARRANTIES
WHATSOEVER, EXPRESSED OR IMPLIED,
WITH REGARD TO ANY IMPROVEMENTS
AND/OR ANY OTHER MATTER RELATING
TO THIS AGREEMENT, AND THAT
SUNGARD PUBLIC SECTOR EXPLICITLY
DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. FURTHER,
SUNGARD PUBLIC SECTOR EXPRESSLY
DOES NOT WARRANT THAT A COMPONENT
SYSTEM, ANY CUSTOM MODIFICATION OR
ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE COMPONENT SYSTEM
OR CUSTOM MODIFICATION HAS BEEN
MODIFIED BY ANYONE OTHER THAN
SUNGARD PUBLIC SECTOR, OR WILL BE
ERROR FREE, WILL OPERATE WITHOUT
INTERRUPTION OR WILL BE COMPATIBLE
WITH ANY HARDWARE OR SOFTWARE
OTHER THAN THE EQUIPMENT.
6. Termination. A party has the right to
terminate this Agreement if the other party
breaches a material provision of this Agreement.
Either party has the right to terminate this
Agreement at any time while an event or
condition giving rise to the right of termination
exists. To terminate this Agreement, the party
seeking termination must give the other party
notice that describes the event or condition of
termination in reasonable detail. From the date
of its receipt of that notice, the other party will
have thirty (30) days to cure the breach to the
reasonable satisfaction of the party desiring
termination. If the event or condition giving rise
to the right of termination is not cured within that
period, then the party seeking to terminate this
Agreement can effect such termination by
providing the other party with a termination
notice that specifies the effective date of such
termination. Termination of this Agreement will
be without prejudice to the terminating party's
other rights and remedies pursuant to this
Agreement.
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7. Confidential Information. Except as
otherwise permitted under this Agreement, the
Recipient will not knowingly disclose to any
third party, or make any use of the Discloser's
Confidential Information. The Recipient will
use at least the same standard of care to
maintain the confidentiality of the Discloser's
Confidential Information that it uses to
maintain the confidentiality of its own
Confidential Information of equal importance.
Except in connection with the Software and
any software provided with the Software, the
non -disclosure and non-use obligations of this
Agreement will remain in full force with
respect to each item of Confidential
Information for a period of ten (10) years after
Recipient's receipt of that item. However,
Customer's obligations to maintain both the
Software and any software provided with the
Software as confidential will survive in
perpetuity.
8. Notices. All notices and other
communications required or permitted under
this Agreement must be in writing and will be
deemed given when: Delivered personally;
sent by United States registered or certified
mail, return receipt requested; transmitted by
facsimile confirmed by United States first
class mail; or sent by overnight courier.
Notices must be sent to a party at its address
shown on the first page of this Agreement, or
to such other place as the party may
subsequently designate for its receipt of
notices.
9. Force Majeure. Neither party will be
liable to the other for any failure or delay in
performance under this Agreement due to
circumstances beyond its reasonable control,
including Acts of God, acts of war, accident,
labor disruption, acts, omissions and defaults
of third parties and official, governmental and
judicial action not the fault of the party failing
or delaying in performance.
10. Assignment. Neither party may
assign any of its rights or obligations under
this Agreement, and any attempt at such
assignment will be void without the prior
written consent of the other party. For
purposes of this Agreement, "assignment" will
include use of the Software for benefit of any
third party to a merger, acquisition and/or
other consolidation by, with or of Customer,
including any new or surviving entity that
results from such merger, acquisition and/or
other consolidation. However, the following
SPS STANDALONE Maintenance 030116
will not be considered "assignments" for
purposes of this Agreement: SunGard Public
Sector's assignment of this Agreement or of any
SunGard Public Sector rights under this
Agreement to SunGard Public Sector's
successor by merger or consolidation or to any
person or entity that acquires all or substantially
all of its capital stock or assets; and SunGard
Public Sector's assignment of this Agreement to
any person or entity to which SunGard Public
Sector transfers any of its rights in the Software.
11. No Waiver. A party's failure to enforce its
rights with respect to any single or continuing
breach of this Agreement will not act as a waiver
of the right of that party to later enforce any such
rights or to enforce any other or any subsequent
breach.
12. Choice of Law: Severabilitv. This
Agreement will be governed by and construed
under the laws of the State of Florida, without
reference to the choice of laws provisions
thereof. If any provision of this Agreement is
illegal or unenforceable, it will be deemed
stricken from the Agreement and the remaining
provisions of the Agreement will remain in full
force and effect.
13. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF SUNGARD
PUBLIC SECTOR. SUNGARD PUBLIC
SECTOR'S LIABILITY IN CONNECTION WITH
THE IMPROVEMENTS OR ANY OTHER
MATTER RELATING TO THIS AGREEMENT
WILL NOT EXCEED THE FEES THAT
CUSTOMER ACTUALLY PAID TO SUNGARD
PUBLIC SECTOR FOR THE IMPROVEMENTS
FOR THE YEAR THAT SUCH LIABILITY
ARISES.
(b) EXCLUSION OF DAMAGES.
REGARDLESS OF WHETHER ANY REMEDY
SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE OR OTHERWISE, IN
NO EVENT WILL SUNGARD PUBLIC
SECTOR BE LIABLE TO CUSTOMER FOR
ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER
BASED ON BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT
LIABILITY, OR OTHERWISE, AND WHETHER
OR NOT SUNGARD PUBLIC SECTOR HAS
BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.
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(c) BASIS OF THE BARGAIN.
CUSTOMER ACKNOWLEDGES THAT
SUNGARD PUBLIC SECTOR HAS SET ITS
FEES AND ENTERED INTO THIS
AGREEMENT IN RELIANCE UPON THE
LIMITATIONS OF LIABILITY AND THE
DISCLAIMERS OF WARRANTIES AND
DAMAGES SET FORTH IN THIS
AGREEMENT, AND THAT THE SAME
FORM AN ESSENTIAL BASIS OF THE
BARGAIN BETWEEN THE PARTIES.
14. Entire Agreement. This Agreement
contains the entire understanding of the
SPS STANDALONE Maintenance 030116
parties with respect to its subject matter, and
supersedes and extinguishes all prior oral and
written communications between the parties
about its subject matter. Any purchase order or
similar document which may be issued by
Customer in connection with this Agreement
does not modify this Agreement. No
modification of this Agreement will be effective
unless it is in writing, is signed by each party,
and expressly provides that it amends this
Agreement.
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Exhibit 1
CUSTOMER: City of Pearland Police Department. TX
CONTRACT YEAR: October 1. 2016 throuah one-year after
Improvement fees for Baseline Component Systems
'Product Qty 10/01/16 - 9/30/17
'0551 Base Computer Aided Dispatch System Tier 3 1 5 13,953.44
ONESolution CAD Map Display and Map Ma,)ntenance Software License 1 $ 1,103.43
ONESolution Additional CAD Map Display & Map Maintenance Client License 3 $ 1,203.78
IOS51 Map Converter Software 1 $ 702.19
IONESolution CAD Client AVL License 4 $ 1,605.04
0551 - Crime Analysis Plus Module 1 $ 3,120.83
0551 E911 Interface Module 1 $ 1,103.43
OSSI - CAD Interface to Gil/Wolf 1 $ 1,504.69
OSSI Client Base Records Management System - 30 Workstations 1 $ 9,897.49
OSSI RMS Map Display and Pin Mapping License - 30 Workstations 1 $ 1,070.01
OSSI Basic Accident Module 1 $ 802.49
OSSI Accident Wizard Base Server License 1 $ 891.66
OSSI Accident Wizard Workstation License Client +b5 for Moblan 43 $ 1,150.25
OSSI Bar Coding Server License - 30 Workstation 1 $ 980.84
OSSI Bar Coding Hand -Held Client License (Each) 1 $ 284.43
OSSI Notification Module - 30 Workstation 1 $ 1,729.83
0551- Remote Lineup Application - 30 1 $ 1,337.50
OSSI Residential Security Watch Module - 30 Workstation 1 $ 624.17
0551 Training Module - 5 Workstation 1 $ 624.17
OSSI RMS Canine TrackinVodule 1 $ 980.84
OSSI Crime Analysis Module - Client License 1 $ 2,229.17
OSS1 Police to Police Annual Subscription Fee 1 $
OSSI - Link Analysis Module 1 $ 3,120.83
OSSI Professional Standards {Internal Affairs) Module Client 1 $ 3,120.83
OSSI - QuarterMaster Module - 5 1 $ 980.84
OSSI Pawn Shop/Pawn Watch - 5 Workstation 1 $ 445.84
OSSI - Intelligence Module 1 $ 1,337.50
OSSI Client Jail Mpragern nt Sv�tem Module - 50 Workstation 1 $ 2,674.99
OSSI Client Mugshot Display So�tware License - 30 Workstation 1 $ 1,961.67
OSSI Mugshot Capture Station Software Only 1 $ 980.84
OSSI State Livescan Interface 1 $ 1,515.83
OSSI's Integrated Messaging Software Switch 1 $ 4,012.49
OSSI - LAN Client License for Message Switch 4 $ 240.72 1
OSSI Base Mobile Server Software Client Up to 150 Workstations 1 $ 8,426.24 1
OSSI Review Module for Field Reporting Up to 150 Workstations 1 $ 6,241.66
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OSSI MCT Client for Digital Dispatch 101 $ 17,921.44
0551 Mobile Arrest Module + 5 for Moblan 35 $ 1,872.50
OSSI - MFR Client - Accident Reporting 35 $ 3,120.95
ONESolution MFR Client 80 $ 14,195.20
OSSI - MFR Client - MOBLAN Version (Report Writing Room) 5 $ 445.85
OSSI - MFR Client Citation + 5 for Moblan 35 $ 3,120.95
OSSI AVL Server Host License 1 $ 7,021.86
0551 Client AVL Mobile License - For Fire 18 $ 481.50
OSSI - MCT Interface to Firehouse 1 $ 1,504.69
OSSI Police to Citizen 1 $ 2,229.17
OSSI - OPS CAD 1 $ 4,458.32
OSSI - OPS RMS 1 $ 4,458.32
OSSI Mobile Client Maps 101 $ 3,602.67
OSSI Canine Module in MFR 2 $ 112.36
0551 - Interface to TDEX 1 $ 267.49
OSSI Additional CAD Console License 4 $ 2,973.68
ONESolution Additional CAD Map Display & Map Maintenance Client License 4 $ 1,524.76
ONESolution CAD Client AVL License 4 $ 1,605.04
OSSI - LAN Client License for Message Switch 4 $ 240.72
Gang Profile Module 1 $ 659.20
OSSI Multi -Jurisdictional RMS Option 1 $ 701.25
OSSI Adf)tional RMS Works9t on License 7 $ 1,782.34
OSSI Additional RMS Map Display and Pin Mapping License 7 S 237.65
Total $ 156,497.87
Product Qty 5/1/17 - 9/17 1
ONESolution Com liter -Aided Dispap Sys(@m EntefprjSR License Upgrade 1 $ / b.00 1
ONESo`uton ReGpc Manaigment 5ystem E'nterQrtse Ucense Upgrade 1 $ 2,600.00 1
ONESolution Mai Server Software Enterprise License Upgrade 1 $ 4,333.33 I
ONESolution Mobile Field Reporting Server Enterprise Ucense Upgrade 1 $ 8,200.00 1
ONESolution Jail Management System Enterprise License Upgrade 1 $ 500.00 1
Tota( $ 16,633.331
Total Annual)
1 $ 173,131.20 1
Improvement fees are due thirty (30) days prior to the commencement of the Contract Year for which such
fees are being remitted. Improvement fees for any Contract Year subsequent to the above Contract Year
are subject to change and will be specified by SunGard Public Sector in an annual invoice. Should
additions to the number of licensed users or the Component Systems occur during the term of this
Agreement or any extension thereof, SunGard Public Sector shall adjust the fee to reflect the applicable
changes and provide CUSTOMER with written notice of such fee change.
APPLICABLE TAXES ARE NOT INCLUDED IN THE ABOVE, AND, IF APPLICABLE, WILL BE ADDED TO THE
AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT SEPARATELY TO THE CUSTOMER.
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EXHIBIT 2
Maintenance Standards
Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in
Connection with the Provision of Maintenance: Unless otherwise noted in Exhibit 1, support hours are
Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States,
excluding holidays ("5x9").
II. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard
Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer
relating to the Baseline Component Systems/Custom Modifications identified in Exhibit 1 of this Agreement in
accordance with the following guidelines with the time period to be measured beginning with the first
applicable SunGard Public Sector 'Telephone Support' hour occurring after SunGard Public Sector's receipt
of the Notification:
Priority
Urgent
Critical
Non -
Critical
3
Description
A support issue shall be considered Urgent when it
produces a Total System Failure: meaning SunGard
Public Sector's Component Systems are not performing
a process that has caused a complete work stoppage.
A support issue shall be considered Critical when a
critical failure in operations occurs; meaning SunGard
l'ublic Sector's Component Systems are not performing
a critical process and prevents the continuation of basic
operations. Critical problems do not have a
workaround. This classification does not apply to
intermittent problems.
A support issue shall he considered Non -Critical when
a non critical failure in operations occurs: meaning
SunGard Public Sector's Component Systems are not
performing non-critical processes, but the system is still
usable for its intended purpose or there is a
workaround.
Minor A support issue will be considered Minor when the
q issue causes minor disruptions in the way tasks are
performed. but docs not affect workflow or operations.
This may include cosmetic issues, general questions.
and how to use certain features of the system.
Response Goal* Resolution Goal*
SunGard Public Sector
has a stated goal to
respond within 60
minutes of the issue
being reported and have
a resolution plan within
24 hours.
SunGard Public Sector
has a stated goal to
respond within two
hours of the issue being
reported.
SunGard Public Sector
has a stated goal to
respond within four
hours of the issue being
reported.
SunGard Public Sector
has a stated goal to
respond within 24
hours of the issue being
reported.
Although resolution
times vary depending on
the exact issue and
customer environment.
SunGard Public Sector
has a stated goal to
resolve an urgent issue
within 24 hours OR
provide a resolution
plan with urgent issues
within 24 hours of the
issue being reported.
A resolution plan details
the steps necessary to
understand and possibly
resolve the issue.
• Measured from the moment a Case number is created. As used herein a "Case number" is created when a) SunGard
Public Sector's support representative has been directly contacted by Customer either by phone, email, in person, or
through SunGard Public Sector's online support portal, and b) when SunGard Public Sector's support representative
assigns a case number and conveys that case number to the Customer.
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SUNGARD PUBLIC SECTOR, LLC SUPPORT SERVICES AGREEMENT
CONTRACT NO. PEAR 2101LG-160339
This SunGard Public Sector, LLC Support Services Agreement ("Agreement") is entered into by and between
SunGard Public Sector, LLC (SunGard Public Sector), a Florida limited liability company, with its principal
place of business at: 1000 Business Center Drive, Lake Mary, Florida 32746;
1.
and
City of Penrland, TX
(Customer),
with its principal place of business at
3525 Liberty Drive
Pearland, TX 77581
1 Product Qty 10/01/16 - 9/30/17
(Asset Management II 1 $ 3,338.18
(Continuing Property Records 1 2,123.27
IOnePoint Point of Sale 1 1,181.46
CLICK2GOV BP Wireless 1 886.10
Human Resources 1 2,407.50
QRep Administrator 1 347.78
QRep Catalogs for HR 1 334.38
Cash Receipts Lock Box Interface 1 679.90
QRep End User 1 347.78
QRep End User 1 347.78
QRep End User 1 347.78
CIS Voice Response Interface 1 1,722.04
Delinquency Call Out Listing Interface 1 679.90
CIX IVR Credit Card Interface 1 679.90
QRep End User 1 337.65
IVR - Selectron I/F - BP 1 1,331.92
DMS -Document Management Services 1 1,103.43
Click2Gov Core Embedded 1 1,203.75
Click2Gov Customer Information System 1 2,669.43
Click2Gov- Building Permits 1 1,398.80
P -Card 1 1,839.05
QRep Administrator 1 347.78
QRep End User 4 1,391.12
Qrep Catalogs for (GM, CX, BP, PR, RI, LX) 6 2,006.28
Qrep Catalogs for (CE, WF) 2 668.76
CIS 1 11,352.01
Work Orders/Facilites Management 1 8,013.83
Cash Reciepts - AS400 1 2,535.67
SunGard Public Sector Inc. Support Services Agreement 1 of 5 NORM -1 60313 SunGard Public Sector Support Agreement
DocuSign Envelope ID: OFEC2D03-FD30-4943-BA8C-OAE6474B839A
IGMBA with Extended Reporting 1 10,950.76
Payroll/Personnel 1 6,598.32
Purchasing/Inventory 1 6,542.59
(BUILDING PERMITS 1 4,937.59
(BUSINESS LICENSES 1 1,872.50
LAND/PARCEL MANAGEMENT 1 3,800.73
(Retrofit Modification Option 27 2,700.00
(Total 89,025.72
L TERM. The Term of this Agreement shall be as stated above ("Initial Tenn"). This Agreement can be renewed
for successive one (1) year terns by payment of the then -current annual Support Services Fee. SunGard Public
Sector will invoice Customer when the Support Services Fees are due.
SUPPORT SERVICES. For so long as Customer has purchased Support Services and is current in its payments
to SunGard Public Sector, Customer shall be entitled to receive, and SunGard Puhlic Sector agrees to provide, the
following services which are hereinafter referred to as "Support Services" for the Licensed Programs listed in
Paragraph 1 hereof:
2.1 Program Fix Service. Customer shall promptly report to SunGard Public Sector any errors or defects in the
Licensed Program's which prevents the Licensed Programs from operating substantially in accordance with
their documentation and shall further provide such information as may be required by SunGard Public Sector
to replicate such errors or defects. Customer agrees to provide dial -in access to Customer's computer in order
for SunGard Public Sector to investigate reported errors or defects. SunGard Public Sector will address any
such replicable errors or defects with an effort commensurate with their severity and will deliver to Customer
a remedial release or workaround as it becomes available. In the event the problem Customer reported as an
error or defect was in fact not in the Licensed Programs, then Customer shall pay SunGard Public Sector, at
SunGard Puhlic Sector's then current list price therefore. for time spent as a result of Customer's report.
2.2 Software Upgrades and Updates. Customer shall receive, at no additional cost, upgrades and updates to the
Licensed Programs which are generally made available at no cost by SunGard Public Sector to customers who
have purchased Support Services. Customer shall receive one original of any upgrade or update to the
Licensed Programs delivered hereunder in electronic form or on media, according to the general form of
distribution implemented by SunGard Public Sector. Customer agrees that any upgrades or updates provided
by SunGard Public Sector shall be held by Customer upon all of the terms and shall be subject to all of the
conditions contained in the license agreement granting Customer the right to use the Licensed Programs.
2.3 Telephone Support. SunGard Public Sector shall make available a toll free telephone support line, twenty-
four (24) hours a day, seven (7) days per week, for use by Customer's representatives who shall have
received training on the Licensed Programs and who shall be relatively proficient in the operation of the
Licensed Programs.
2.4 Exclusions. Support Services do not include on-site services nor Licensed Programs that are not at the latest
release level or the level immediately prior to the latest release, or for which Customer has not installed all
distributed corrective code, or Licensed Programs that have been modified or customized, or that have been
damaged by negligence, misuse, use with inappropriate software or equipment or by other external causes.
3. SUPPORT SERVICES FEES.
3.1 Support Services Fees for the Initial 'Term hereof are as provided in Paragraph 1, and arc due and payable
upon execution of this Agreement.
SunGard Public Sector Inc. Support Services Agreement 2 of 5 NORM -160313 SunGard Public Sector Support .Agreement
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3.2 Support Services Fees for Renewal Terms are due and payable prior to the first day of the Renewal Tenn, and
are subject to change upon each renewal date.
3.3 Support Services Fees stated herein do not include sales (or equivalent) taxes. Taxes due, if any, will be
added to Customer's invoice.
3.4 Support Services Fees are not refundable in whole or in part. except in the event of Customer's termination for
cause as provided in Paragraph 7.3 hereof.
4. WARRANTIES AND REMEDIES. SunGard Public Sector warrants that the Support Services provided under
this Agreement shall be performed professionally, in a workmanlike manner and by employees with appropriate
skills and expertise. Except as provided in this paragraph, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
IN THE EVENT HTE BREACHES THIS WARRANTY, IS TO TERMINATE THIS AGREEMENT
PURSUANT TO TI -IE TERMS OF PARAGRAPH 5 BELOW.
5. TERMINATION. This Agreement may be terminated as follows:
5.1 Upon Customer's failure to renew this Agreement at the expiration of the Initial Term or any Renewal Term.
5.2 By SunGard Public Sector, if Customer fails to pay Support Services Fees on or before the due date, then this
Agreement shall terminate if non-payment continues for more than' ten (10) days after receipt of notice in
writing from SunGard Public Sector to Customer of such non-payment setting forth the sum then due and how
such sum was determined.
5.3 Except as provided in Paragraph 5.2 hereof, by the non -breaching party, in the event this Agreement is
breached by a party and that party fails to cure the breach within thirty (30) days after having been given
written notice thereof.
5.4 if Customer terminates this Agreement and subsequently desires to reinstate Support Services, SunGard Public
Sector's then -current policy with regard to reinstatement shall apply.
6. GENERAL TERMS. Choice of Law/Dispute Resolution. This Agreement shall be governed by laws of the
State of Oklahoma. Prior to either party commencing any legal action under this Agreement, the parties agree to
try in good faith to settle any dispute amicably between them. If a dispute has not been settled after forty-five
(45) days of good -faith negotiations, then either party may commence legal action against the other. Each party
hereto agrees to submit to the personal jurisdiction and venue of the state and/or federal courts in or for
Pearland, Texas for resolution of all disputes in connection with this Agreement.
Binding Agreement. The individual signing this Agreement for Customer warrants that he/she has been duly
authorized to bind Customer to all rights, duties, remedies, obligations and responsibilities hereunder and that the
Agreement is a valid and binding obligation of Customer.
Assignment. This Agreement and the rights, title, and interest herein, may not be assigned or transferred by
Customer without the prior written consent of SunGard Public Sector, which consent may be withheld. SunGard
Public Sector may assign its rights, title and interest herein by providing prior written notice to Customer.
Successors Bound. The terms and conditions of this Agreement shall extend and inure to the benefit and be binding
on the respective successors and permitted assigns of Customer and SunGard Public Sector.
Force Majeure. Neither party shall be held responsible for failure to fulfill its obligations under this Agreement due
to causes beyond its reasonable control.
SunGard Public Sector Inc. Support Services Agreement 3 of 5 NORM -160313 SunGard Public Sector Support Agreement
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Severability. If any term or provision of this Agreement or the application thereof to any entity, person or
circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to entities, persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and each remaining term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
Notices. Any notice provided for herein shall be in writing and sent by registered or certified mail, postage prepaid,
addressed to the party for which it is intended at the address set forth on the first page of the Agreement or to such
other address as either party shall from time to time indicate in writing. Any notice given pursuant to this paragraph
shall be deemed given when received or five (5) calendar days from the date of the mailing, whichever occurs first.
Headings. Numbered topical headings, articles, paragraphs, subparagraphs or titles in this Agreement are inserted
for the convenience of organization and reference and are not intended to affect the interpretation or construction of
the terns hereof.
Non -Hiring Statement. During the term of this Agreement and for a period of twenty-four (24) months after the
termination of this Agreement, the Customer may not offer to hirc or in any way employ or compensate any of the
employees of SunGard Public Sector or persons who have been employed by SunGard Public Sector within the
immediate past twenty-four (24) months without prior written consent of SunGard Public Sector.
Non -waiver. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any
subsequent breach either of the same or of another provision of this Agreement.
Third Party Product Maintenance. Third party hardware/software maintenance will be provided by the third party
hardware and software manufacturer(s). Contractor makes no representations as to expected performance,
suitability, or the satisfaction of City's requirements with respect to the hardware or other third party products
specified in this Agreement.
Entire Agreement. This Agrccment constitutes the entire agreement between the parties with respect to Support
Services, and there are no representations, conditions, warranties, or collateral agreements, expressed or implied,
statutory or othenvise, with respect to this Agreement other than as contained herein. This Agreement supersedes all
previous communications, representations or agreements, either written or oral, between the parties. This Agreement
may not be modified or supplemented in any way except by written agreement signed by persons authorized to sign
agreements on behalf of Customer and of SunGard Public Sector. Preprinted conditions which vary from the terns
and conditions herein, and which are contained in any purchase order or other document submitted hereafter by
Customer, are of no force or effect.
SunGard Public Sector Inc. Support Services Agreement 4 of 5 NORM -160313 SunGard Public Sector Support Agreement
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The parties, each acting with due authority, have executed this Agreement by setting forth their respective signatures:
CITY OF PEARLAND, TX SUNGARD PUBLIC SECTOR, LLC
DoeuSigned by:
Lis hiLtata lkt t,
Authorized Signature oraaoekgagitature
Lisa Neumann Controller
Print Name & Title Print Name & Title
9/8/2016
Date Date
SunGard Public Sector Inc. Support Services Agreement 5 of 5 NORM -160313 SunGard Public Sector Support Agreement
CRW
SOFTWARE MAINTENANCE & SUPPORT AGREEMENT
Resolution No. R2015-51
Exhibit "A"
This Agreement is entered into this l.2 day off by and between CITY OF PEARLAND, TX (hereinafter
"CLIENT") and CRW SYSTEMS, INC , (hereafter "CRW") or the m intenance and support services as specifically provided herein
(hereafter referred to as "the SOFTWARE") provided to CLIENT by CRW pursuant to a separate Installation & License Agreement.
IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows:
A. SCOPE OF SERVICES
A.1. AGREEMENT CONTENTS:
This Agreement includes the following Exhibits:
Exhibit A.
Exhibit 6.
Covered Sites, Software Modules, & Configuration
Services & Fees
A.2. SERVICES OFFERING:
CRW shall provide maintenance service, technical support, and software updates for the SOFTWARE as further
detailed in Exhibit A and herein referred to as "Covered Software". Covered software does not include hardware,
hardware vendor operating systems and other system software, CLIENT -developed software, or third -party
software.
B. DESCRIPTION OF SERVICES
B.1.
SUPPORT SERVICES:
During the term of this Agreement, CRW shall provide the services described herein so as to maintain the Covered
Software in good working order, keeping it free from material defects so that the Covered Software shall function
properly and in accordance with its intended use.
CRW shall provide the following services:
B.1.1. TRAKiT software modifications to correct bugs or errors that are reported to CRW by CLIENT.
B.1.2. TRAKiT software updates that are posted from time to time.
5.1.3. Technical support via telephone. Toll-free phone access is provided by CRW (888-279-2043).
B.1.4. Technical support via web form on CRW web site (www.crw.com).
B.1.5. TRAKiT Software enhancement requests may be submitted by CLIENT to CRW. Enhancement requests
will be reviewed by CRW and may be incorporated Into future releases. CLIENT understands that
submittal of enhancement request does not obligate CRW to provide software modification.
6.1.6. CLIENT may register for and enroll in CRW training classes for System Administrators or Users.
Registration fees may vary from time to time.
B.2. SERVICE LEVEL AGREEMENT:
The purpose of this Service Level Agreement (SLA) is to ensure that the proper commitments are in place to
provide consistent IT service support and delivery to CLIENT by CRW. This SLA is valid from the effective date of
this contract and is valid until further notice.
B.2.1. Service Availability
Coverage parameters specific to the services outlined herein are as follows:
6.2.1.1. Telephone and Email support is available during normal operating hours between
7:00 AM to 7:00 PM (CST) Monday through Friday. Calls received out of office hours
will be received by CRW's automated messaging system and best efforts will be
made to take action to any after-hours requests.
6.2.1.2. Emails received outside of normal operating hours will be collected, however, no
action can be guaranteed until the next working day.
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CRW
B.2.2. Remedial Support
Upon notification by CLIENT of an error, defect, malfunction or nonconformity in the Covered Software,
CRW shall evaluate and classify the notification by the CLIENT and respond as follows:
8.2.2.1. SEVERITY 1: Produces an emergency situation in which the Covered Software is
inoperable.
RESPONSE: CRVJ shall provide a response by a qualified member of its staff to begin
to diagnose and to correct Severity 1 problem as soon as reasonably possible, but in
any event, a response via telephone will be provided within two (2) hours. CRW will
continue to provide best efforts to resolve Severity 1 problems In less than forty-
eight (42) hours. The resolution will be delivered to CLIENT as a work -around or as
an emergency software fix. If CRW delivers a work -around, the severity classification
will drop to Severity 2.
8.2.2.2. SEVERITY 2: Produces a detrimental situation in which performance of the Covered
Software degrades substantially such that vwork cannot be accomplished, severely
impacting use; the Covered Software is usable, but materially incomplete; or one or
more mainline functions or commands is inoperable.
RESPONSE: CRW will provide a response by a qualified member of its staff to begin
to diagnose and to correct a Severity 2 problem as soon as reasonably possible, but
in any event a response via telephone will be provided within six (6) hours. CRW will
exercise best efforts to resolve Severity 2 problems within five (5) days. The
resolution shall be delivered to CLIENT in the same format as Severity 1 problems. If
CRW delivers a work -around for a Severity 2 problem, the severity classification will
drop to a Severity 3.
8.2.2.3. SEVERITY 3: Produces a situation in which the Covered Software is usable, but has a
minor defect; the user suffers little or no significant impact.
RESPONSE: CRW will make a hest effort to provide a fix for Severity 3 problems
within the next two scheduled maintenance releases.
6.2.2.4. SEVERITY 4: Produces a situation in which use of the Covered Software is
superficially affected (e.g. appearance or understanding) and which is correctable by
a documentation change or by a future, regular release from CRW.
RESPONSE: CRW will make a best effort to provide a fix for Severity 4 problems
within the next four scheduled maintenance releases.
8.2.2.5. For the purpose of the response listed above, an "hour" is defined as one (1)
business hour during CRW office hours, and a "day" is defined as one (1) business
day during CRW office hours.
B.3. SERVICE NOT INCLUDED:
Maintenance services do not include any of the following:
(1) Custom programming services;
(2) On-site support, including Installation of hardware or software;
(3) Support of any software not designated as Covered Software.
(4) Custom reports/forms or a modification to an existing reports/forms.
(5) Training, except as specified in Exhibit B.
8.4. ADDITIONAL SERVICES:
CLIENT may request CRW perform additional services which are not covered under the Scope of Services or
Description of Services as provided in this Agreement. Should CRW agree to perform said additional services,
CRW & CLIENT shall enter into a separate written agreement setting forth the scope of said additional services
and the compensation to CRW for those additional services. Said separate written agreement may be made an
amendment to this Agreement at CRW's discretion.
Page 2 Software and Implementation Services for Enterprise Software System
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CRW
B.5. LIMITS OF LIABILITY
CRW assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with,
current or future releases of the Covered Software if CLIENT has made changes to the system hardware/software
configuration or modifications to any supplied source code of the Covered Software.
C. DUTIES & RESPONSIBILITIES OF CLIENT
C.1. INFORMATION TO BE PROVIDED BY CLIENT:
C.1.1.
C.1.2.
C.1.3.
D. COMPENSATION
D.1.
The CLIENT will provide CRW with access to CLIENT servers and workstations as needed for technical
support or assistance.
C.1.1.1 CLIENT will provide, for the purpose of CRW providing technical support or assistance, access
to CLIENT workstations and servers upon CRW's request.
The CLIENT will ensure and provide that staff who the use of CRW software will have sufficient basic
knowledge of CLIENT business processes and basic MS -Windows functions.
CLIENT workstations and servers must be compatible with software configurations requested by CRW.
SERVICE FEES:
Fees for Maintenance, Support & Service provided under this Agreement shall be contained in Exhibit B. Should a
user and/or software package be added to Exhibit A, CRW reserves the right to adjust and/or amend Exhibit A and
Exhibit B accordingly and shall provide CLIENT with notification of such adjustment.
0.2. TAXES:
CLIENT shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes,
national, state or otherwise, however designated which are levied or imposed by reason of transactions
contemplated by this Agreement, except those which arise as a result of income, including withholding taxes or
similar deductions. Without limiting the foregoing, CLIENT shall promptly pay to CRW an amount equal to any
such items actually paid, or required to be collected by CRW.
E. EXCLUSIONS OF LIABILITY
E.1 WARRANTY:
CRW MAKES AND'CLIENT RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED
ALL WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES AND
AGREES THAT THE MAINTENANCE FEES AND OTHER CHARGES WHICH CRW IS CHARGING UNDER THIS
AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY CRW OF THE RISK OF CLIENT'S
CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT DAMAGES. ACCORDINGLY, CRW SHALL
HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL,
EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL CRW BE LIABLE
HEREUNDER TO CLIENT FOR CUMULATIVE DIRECT DAMAGES IN ANY AMOUNT GREATER THAN THAT PAID BY
CLIENT TOLRW UNDER THIS AGREEMENT AS A MAINTENANCE FEE FOR THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION.
E.2. INDEMNITY:
E.2.1. To the extent permitted by law, CRW agrees to indemnify and hold harmless CLIENT, its officers,
officials, employees, and agents from and against liability, damages, costs, losses, claims and expenses,
including reasonable attorneys' fees, arising out of the negligent acts, errors or omissions of CRW and
its employees, subcontractors, sub consultants, and agents in the performance of this Agreement.
E.2.2. To the extent permitted by law, CLIENT agrees to indemnify and hold harmless CRW, its employees, sub
consultants, and agents from and against liability, damages, costs, losses, claims, and expenses,
including reasonable attorneys' fees, arising out of the negligent acts, errors, or omissions of the
CLIENT, its officers or employees, including, but not limited to, incorrect data or information provided
by CLIENT.
Page 3 Software and Implementation Services for Enterprise Software System
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INSURANCES & LICENSES
F.1. INSURANCE:
CRW shall procure and maintain in force, for the entire duration of this Agreement, insurance providing coverage
for bodily injury and property damage which may arise out of the operations of CRW or its subcontractors,
employees, agents, assigns or for anyone whose acts any of them may be liable. Such insurance shall have
coverage limits equal to or greater than the minimum limits set forth herein.
CRW shall furnish an Accord 25-5 certificate of insurance evidencing the existence of all insurance coverage's
required by this contract prior to the commencement of a new term.
F.1.1.
Commercial General Liability Insurance (CGL)
F.1.1.1. Commercial General Liability Insurance (CGL) shall be provided on an Occurrence Form with
coverage limits as shown in this section below. Claims -made coverage and Modified
occurrence forms are unacceptable.
Each Occurrence Limit $2,000,000
General Aggregate Limit $3,000,000
Products/Completed Operations Limit: S2,000,000
Personal and Advertising Injury Limit $2,000,000
F.1.1.2. CRW shall endorse the CGL to include CLIENT as an "additional insured", including coverage
for products and completed operations, and a copy of this endorsement shall accompany each
certificate. The additional insurance endorsement shall be CG2010\1985 edition or its
equivalent.
F.1.1.3. CRW's insurance shall be primary and not excess to, or contributory with any insurance
coverage. CRW's insurance shall be endorsed to provide project specific aggregate limits with
respect to project covered by this contract.
F.1.1.4. CGL coverage, including products and completed operations coverage, shall be maintained
from the date work commences until two years after the work has been completed.
F.1.2. Worker's Compensation/Employers Liability Insurance
F.1.2.1. CRW and Its subcontractors are required to purchase and maintain in force worker's
compensation coverage and employer's liability coverage at the following limits:
Worker's Compensation Coverage Statutory Limits
Federal Acts Coverage (if applicable) Statutory Limits
Employers Liability Insurance
Each Occurrence Limit $1,000,000
Disease—Each Employee $1,000,000
Disease — Policy Limit $1,000,000
F.1.2.2. If the work required by this contract or the location of the work specified in this contract
constitutes an exposure to the employees of CRW or its subcontractors under the U.S.
Longshoremen and harbor Workers Act, The Jones Act, or under any laws, regulations or
statutes that apply to maritime workers, CRW shall ensure that proper coverage is purchased
and maintained.
F.1.2.3. CRW and all Subcontractors shall endorse the Worker's Compensation coverage to provide a
"waiver of subrogation" in favor of the CLIENT.
F.1.3. Commercial Automobile Liability Coverage
Commercial Automobile Liability Coverage shall be provided as Combined Single Limit $2,000,000.
Automobile Liability coverage shall include coverage for owned, non -owned and hired automobiles and
be endorsed naming the CLIENT as an additional insured.
F.1.4. Professional liability Coverage
Professional Liability Coverage covering any damages caused by an error, omission or any negligent or
wrongful acts related to the services to be provided under this contract. Per occurrence (for all
claimants for claims arising out of a single accident or occurrence) in the amount of $2,000,000.
Page 4 Software and Implementation Services for Enterprise Software System
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F.2. LICENSES:
CRW shall maintain all licenses required by law which are applicable and necessary to the course and conduct of
their business, including, but not limited to, a business license in the State, County, and/or City in which CLIENT is
located, if applicable. Said licenses shall be maintained in full force throughout the term of this Agreement and
any extension thereof.
G. TERM & TERMINATION
G.1. TERM:
The term of this Agreement shall be for five (5) years. Covered Software maintenance service and support shall
commence upon System Acceptance. This Agreement shall remain in effect for the original five (5) year term and,
thereafter, for automatic renewal terms on annual basis until terminated.
G.2. TERMINATION:
This Agreement may be terminated by CLIENT at any time, with or without cause upon thirty (30) days written
notice to CRW. The Date of Termination (hereinafter "Date of Termination" or "Termination Date") shall be
defined as the date which is thirty (30) days from the date on which the written notice of termination is
postmarked or if sent by email, the date which is thirty (30) days from the date on which CRW is in receipt of said
email. In the event of termination by CLIENT, CLIENT shall pay CRW for all services rendered up to and including
the Date of Termination.
H. COMMUNICATION THROUGH CLIENT / CRW DESIGNATED REPRESENTATIVES
11.1. DESIGNATED CONTRACT REPRESENTATIVES:
H.1.1. All communication relating to fees, termination, or the general provisions of this Agreement shall be
exchanged between the designated representatives of CLIENT and CRW Systems as follows:
• CLIENT CRW
John Knight Christopher R. Wuerz, P.E.
IT Manager, City of Pearland, TX President, CRW Systems, Inc.
3519 Liberty Drive 2036 Corte Del Nogal Suite 200
Pearland, TX 77581 San Diego, CA 92011
Phone: (281) 652-1601 Phone: (858) 451-3030
Fax: (281) 652-1700 F3x: (760) 438-2050
Email: jknight@pearlandtx.gov Email: chris@crw.com
H.1.2. If the designated representative or address of eit,rer party changes during the term of this Agreement, a
written notice shall be given to the other party prior to the effective date of change.
H.2 CLIENT REFERENCES:
CRW will not use CLIENT's name, logo or any other trademarks (including in any press releases, CLIENT "case
studies," and the Tike) without CLIENTS prior written approval, email acceptable
ADDITIONAL PROVISIONS
1.1. INDEPENDENT CONTRACTOR:
CLIENT and CRW acknowledge and intend that, to the maximum extent permissible by law: (a) this Agreement
does not constitute an employment agreement by either party; (b) that CLIENT and CRW are independent
contracting parties with respect to all services rendered under this Agreement; and (c) this Agreement shall not
be construed as a partnership. CRW shall retain sole and absolute discretion and judgment in methods,
techniques and procedures used in performing the services set forth herein. The fact that CLIENT or CRW may
carry worker compensation insurance for their own respective benefits and for the benefit of each other shall not
create an inference of employment.
Page 5 Software and Implementation Services for Enterprise Software System
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1.2. ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this
Agreement or to determine the rights of CRW or CLIENT, the prevailing party in said legal proceeding shall be
entitled to recover its reasonable costs and attorney's fees.
1.3. APPLICABLE LAW:
This Agreement, its interpretation and all work performed thereunder shall be governed by the laves of the State
of Texas. Venue for the enforcement of this agreement shall lie exclusively in Brazoria, Texas
All claims, disputes, and other matters in question arising out of, or relating to, this agreement or the breach
thereof shall be resolved in the Court of Brazoria County, Texas, and all parties hereto specifically waive any
"venue privilege" they may have in any other jurisdiction.
1.4. BINDING ON SUCCESSORS:
All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives.
1.5. SEVERABILITY:
If any provision of this Agreernent shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or impaired thereby.
1.6. DUE AUTHORITY:
CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent of
CLIENT and has full and complete authority to execute this Agreement and enter into the terms and covenants
provided herein, and has been designated by CLIENT to execute this Agreement on behalf of CLIENT.
CRW represents and warrants that the person executing this Agreement on behalf of CRW is an agent of CRW and
has full and complete authority to execute this Agreement and enter Into the terms and covenants provided
herein, and have been designated by CRW to execute this Agreement on behalf of CRW.
1.7. ENTIRE AGREEMENT:
This Agreement contains the entire understanding and agreement between CRW and CLIENT. Any prior
agreemens, promises, proposals, negotiations or representations—oral or written—not expressly set forth
herein shall be of no force or effect. In the event cf a conflict between the terms and conditions of this
Agreement and any document incorporated by reference, the terms and conditions of this Agreement shall
prevail. This Agreement may be modified or amended only by written agreement signed by both CRW and the
CLIENT.
1.8. AGREEMENT AS OFFER:
This Agreement shall be valid only if it is signed by both CLIENT and CRW, and a signed original has been received
by both parties on or before April 1, 2015.
CITY OF PEARLAND, TX
Dated:
By:
rch 23, 2015
Pearson, ity Manager
CRW SYSTEMS, INC.
Dated:
By:
4dift;
ce President
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EXHIBIT B
SERVICES & FEES
Maintenance Services and Support for the applications and configuration listed in Exhibit A will be provided for a fee and payable per
the Fee Schedule below. The fee may be adjusted at the end of the five (5) year term of this Agreement to the then current pricing
Should additions to the number of licensed users or the Covered Software occur during the term of this Agreement or any extension
thereof, CRW shall adjust the fee to reflect the applicable changes and provide CLIENT with written notice of the fee change.
First year Annual Maintenance Fees for TRAKiT modules are due at System Acceptance. Second and subsequent Annual Maintenance
Fees are due on the Anniversary of System Acceptance.
YEAR
YEAR 1
YEAR 2
YEAR 3
YEAR 4
YEAR 5
FEE SCHEDULE — TRAKiT (30 Users) eMarkuo (5 Users)
FEES
$41,500.00
$41,500.00
$43,575.00
$43,575.00
$45,754.00
DUE DATE
April 1, 2016
April 1, 2017
April 1, 2018
April 1, 2019
April 1, 2020
Covered Period
April 2016 — March 2017
April 2017 — March 2018
April 2018 — March 2019
April 2019 — March 2020
April 2020 — March 2021
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City of Pearland. TX
CRW
EXHIBIT A
COVERED SITES. SOFTWARE MODULES. & CONFIGURATION
A. COVERED SITES
This Agreement covers the following CLIENT sites:
1. City of Pearland, Texas offices
B. COVERED SOFTWARE MODULES
This Agreement covers the following TRAKIT software components at each site listed in Exhibit A, Section A:
1. TRAKiT Software Modules including:
a. ProjectTRAK
b. PermitTRAK
c. CodeTRAK
d. CRM TRAK
e. AEC TRAK
f. GeoTRAK
g. LicenseTRAK
h. Reporting
2. Standard TRAKiTGIS
3. eTRAKiT
4. iTRAKiT
5. eMarkup (5 Users)
6. IVR API —Selectron
7. Enhancements/customizations including:
a NWS Financial integration (batch update)
C. COVERED CONFIGURATION
This Agreement covers the following configuration:
30 Simultaneous User and 0 Observer licenses of Covered Software (except eMarkup) purchased by CLIENT and
installed on Unlimited workstations. (Platform support Windows 7 Operating System).
eMarkup licenses are limited to 5 concurrent users.
Page 7 Software and Implementation Services for Enterprise Software System
City of Pearland. TX