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HomeMy WebLinkAboutExhibit 1City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. DRAFT AGREEMENT Between CITY OF MIAMI and N. Harris Computer Corp DBA MS GOVERN (o '16 July 01, 2011 Pagel City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. PREAMBLE This Agreement entered into this lst day of July 2011 on behalf of the City of Miami, a Florida municipal corporation duly organized under the laws of the State of Florida, located at: Miami Riverside Center, 444 S.W. 2nd Avenue Miami, Florida 33130 hereinafter referred to as `CITY' and N. Harris Computer Corp DBA MS Govern, a British Columbia, Corporation, authorized to sell in the State of Florida, and having its principal office located at: 4464 Markham Street, Suite 1108 Victoria, British Columbia V8Z 7X8 hereinafter referred to as `VENDOR;' RECITALS: WHEREAS, after careful evaluation the CITY has determined that; due to its background and expertise, VENDOR is the qualified provider of CityView application support and services, and the CITY is desirous of entering into an Agreement with VENDOR who will provide said application support services to the CITY. SECTION I: DEFINITIONS DEFINITION OF TERMS It is the CITY's understanding that, a word in an agreement means what the agreement says Maintenance means the services provided as outlined in the Software License and Support Agreement for the application software as shown in Attachment C. Third Party Software means any computer application (and related documentation) not developed by VENDOR but purchased by the CITY from other providers under this project. Examples of Third Party Software will include, but not limited to, Microsoft .net framework, ESRI MapObj ects. Page 2 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. SECTION II: SCOPE AND TERM OFAGREEMENT A. TERM OF AGREEMENT The term of this Agreement shall commence on July 1, 2011 and shall end June 30, 2015, unless this Agreement is earlier terminated by the CITY pursuant to the terms of this Agreement. The application software is licensed to the CITY as outlined in Attachment B, and ongoing maintenance and support of the application software will be provided by VENDOR, in accordance with the terms of the Support Services. SECTION III: VENDOR'S RESPONSIBILITY VENDOR represents that it will furnish to the CITY application software support Services Further, the VENDOR represents that the application software shall be free from programming errors materially detrimental to the operation of the system in accordance with the documentation. This representation of VENDOR shall survive for a period of one (1) year after the termination of this Agreement based on the consideration provided by the City. VENDOR agrees to be the Primary Vendor for all application software purchased from VENDOR. VENDOR will acquire, deliver, install and certify (in the Letter of Completion) the proper operation of the application software on a turnkey basis. This includes: 1. Application Software system support and maintenance will be provided by VENDOR as agreed between the VENDOR, and the CITY. The City shall protect the work sites, application software and intangible products from damage and unrightful entry while the completion of the work is being performed under this Agreement. 2. VENDOR and the CITY shall comply with all applicable statutes, laws, ordinances, rules and regulations relating to the perfoiniance of their respective work hereunder. If any portion of this Agreement is at variance therewith, VENDOR and the CITY shall promptly notify the other party upon discovering same and the responsible party shall immediately bring the matter up to specification. 3. VENDOR shall secure at its own cost and expense, and be responsible for any and all payment of all income taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for VENDOR and its officers, agents and employees and all business licensed, in connection with the project and/or the services to be performed hereunder. 4. VENDOR shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provision of the United States Code regarding employment verification. 5. Out-of-pocket expenses incurred by VENDOR for travel related, supplies, and other expenses shall be paid by VENDOR. SECTION IV: CITY'S RESPONSIBILITY The CITY shall fully cooperate with and assist VENDOR in the performance of its responsibilities under this Agreement. As part of the CITY's responsibilities, it will designate a qualified staff member who will Page 3 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. be the CITY's Project Manager, and who will have authority to act for the CITY and provide VENDOR with necessary information and data concerning CITY's operations and activities. The CITY will provide appropriate resources to participate in all business analysis phases, process mapping, business rule definition and creation of acceptance criteria. During the business process review and data gathering phase, the CITY may, subject to its written approval, be assigned additional tasks which may become additional responsibility of both the CITY and VENDOR to complete. Failure on the part of the CITY to complete assigned tasks within mutually agreed schedule will constitute a delay beyond the control of VENDOR and subsequent schedules may be affected and adjusted accordingly. Significant delay on the part of the CITY may cause VENDOR to incur costs not foreseen at the creation of this Agreement; provided, however, that the CITY shall not be liable for any additional costs incurred by VENDOR due to such delay unless the CITY has failed to diligently commence curing such delay within fifteen (15) business days after receiving written notice from VENDOR detailing the nature of the delay. SECTION V: SUPPORT SERVICES A. SCOPE OF SUPPORT SERVICES VENDOR shall maintain CITY's application software so that it operates in conformity with materials as set forth in the Agreement including all future updated or enhanced versions. VENDOR shall use best efforts to correct reproducible material errors or malfunctions after notification by CITY, supply technical bulletins, updated user guides and other Licensed Materials as they are released by VENDOR, and supply CITY with Updates to the application software within 30 days of their announced release. VENDOR shall render support and services during Normal Working Hours (6:00 AM to 5:30PM PST/PDT, Monday through Friday, excluding United States federal holidays and the day following Thanksgiving). 1. Telephone Support Calls for assistance related to operation of the application software, reporting of a potential error condition or abnormal termination of a program, or request for minor assistance related to the application software; 2. Support Enhancements - Selected Enhancements, the nature and type of which shall be determined solely by VENDOR. VENDOR to make these selected Enhancements in a timely manner to insure that the application software stays current with key Third Party Software advances made by software vendors such as Microsoft and ESRI. Such provision shall not preclude VENDOR from providing other Enhancements of the application software to the CITY free of charge. 3. Application Software Warranty — Since CITY is obtaining application software support from VENDOR, and such application software support is in effect without interruption from inception of this Agreement, VENDOR will warrant the application software to be free of errors for the life of this Agreement. 4. Error Correction - Any substantive, replicable problem, which causes interruptions to the CITY's business operations, and is caused by incorrect operation of the computer code of the Page 4 City of Miami JULY01,2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. application software or an incorrect statement or diagram in Licensed Documentation that produces incorrect results or causes incorrect actions to occur that the CITY identifies and documents to VENDOR will be corrected by VENDOR with either a application software modification or an addition that, when made or added to the application software, establishes a material confoiiiiity of the application software to the Licensed Documentation, or a procedure or routine that, when observed in the regular operation of the application software, eliminates the practical adverse effect on Licensee of such non -conformity. The terms and conditions for reporting and resolution for such errors are as follows: • For any reproducible program error or malfunction of the application software designated by CITY as "critical" and reported by CITY, VENDOR will begin a technical review of the problem and respond by phone to CITY within two (2) working hours after receipt of notification. VENDOR shall work diligently to correct the error or malfunction and provide a daily status briefing to the CITY as to the disposition of the problem, which will be accessible by phone or access to VENDOR'S web site. • For other reproducible program errors or malfunction of the application software reported by CITY during normal support hours, VENDOR will use its best efforts to assign a technician to the problem and provide status reports on progress to resolution via web - based system. Problems of normal priority will be automatically escalated to a higher priority if no action is taken within four (4) business hours. • If problems reported by CITY as critical are determined to be caused by abuse, misuse, or unauthorized modifications, and the proper use had been covered in a VENDOR provided training session, VENDOR may charge CITY for the documented technician hours of work on the problem at the then current technician rates. • If CITY feels that a critical problem is not being handled in a timely fashion, notification of an escalation of the problem should be sent to the following three (3) people, in addition to Technical Support: a. Vice President, CityView (Bill Koperski) b. Director, BusinessOperations,CityView (Susan McCormick) c. Manager, Technical Support (John Edwards) • Failure of VENDOR to initiate a review of a critical problem and provide daily status briefings once VENDOR has received escalated notification may result in damages awarded to the CITY. It is understood and agreed that continued functioning of the system is essential to the CITY's business operations and that it will be impossible to determine the actual damage which the CITY will sustain in the event of, and by reason of, delayed technical support. It is agreed, therefore, VENDOR may pay to CITY the sum of ten percent of the annual maintenance fee for each calendar day delay in critical technical support response or each calendar .week delay in routine technical support response as liquidated damages, each time frame being measured from the date of escalated notification. This payment will be in the form of a check payable to the CITY or credit against current or future invoices, at CITY's option. • It is agreed and understood that minor variations in the above parameters may occur from time to time and that such variance does not necessarily entitle the other party to the remedy stated. However, if such variance is significant (i.e. more than eight working hour Page 5 City of Miami JULY01,2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. response) or there is a consistent pattern of three or more minor abuses, the offended party will be entitled to the remedies stated herein. 5. Maintenance Modifications — When. any errors in the application software are identified by CITY or other licensed user of VENDOR'S application software, VENDOR will make modifications or revisions to the application software or Licensed Documentation that correct these errors and promptly distribute thoroughly tested patches, updates, or new versions of the application software along with detailed instructions as to how to apply the modifications to the installed version of the application software. B. ON -GOING SUPPORT FOR APPLICATION SOFTWARE VENDOR shall provide continuing on -going support services necessary to repair application software systematic program bugs or identified logic and operational problems and to keep the application software compatible with then -current supported versions of all third party operating systems, components, database engines, and utilities implemented in this project. The VENDOR shall ensure that it stays current with new Third Party Software releases of ESRI and Microsoft Operating Systems and Development tools to include but not be limited to Visual Studio, Framework and MapObjects. C. SYSTEM SUPPORT SERVICES In addition to training services, VENDOR will provide system support services which shall include, but not be limited to, cooperating with CITY staff in configuring CITY acquired hardware and System Software as defined in VENDOR'S response to support the VENDOR's application software, setting up tables and parameters for CITY's unique installation, preparing backup scripts to back up the databases for the applications, and training CITY's technical staff how to perform these tasks as well as diagnostic troubleshooting techniques for the VENDOR application software. D OTHER THIRD -PARTY SOFTWARE In addition to VENDOR developed and supplied application software, certain specific software has been proposed that is supplied by third -party vendors which could act as sub -contractors to VENDOR. It is understood that the CITY may enter into agreements for the purchase of this software independently, but that the interface and integration of the third party vendor software with VENDOR's application software is essential to this Agreement. E ACCESS TO PROGRAM SOURCE CODE VENDOR acknowledges that it has entered into an agreement (hereinafter called the "Escrow Agreement") with Jones Emery Hargreaves Swan, Barristers and Solicitors, having an office at Suite 1212 — 1175 Douglas Street in the City of Victoria, in the Province of British Columbia. Said Escrow Agreement provides that a licensee may gain access to program source code for purpose of maintaining and supporting their program license all as provided in the Escrow Agreement. Page 6 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. VENDOR agrees that for so long as the Agreement is in effect it will deposit and periodically update, at VENDOR's sole cost, a copy of the current version of the program source code for all programs for which the licensee holds license as described in Attachment A. VENDOR further agrees that for so long as this Agreement is in effect it will take no steps or actions which would have the effect of modifying or eliminating the Escrow Agreement without first having received written permission from the Licensee to do so. SECTION VI: PAYMENT AND PAYMENT SCHEDULE Payment will be authorized and processed by the CITY. The total estimated cost of Annual Software Maintenance (ASM) fee in an amount not to exceed $30,339.00 per year. Annual Software Maintenance fee will be invoiced annually to the CITY and be due on the anniversary date of July 1 sT SECTION VII: APPLICABLE TAXES All Federal, state and local taxes applicable to the VENDOR shall be the sole responsibility of the VENDOR. SECTION VIII: WARRANTY OF PERFORMANCE A. TERMINATION VENDOR shall have the right to terminate this Agreement if CITY fails to pay charges due within forty-five (45) days of notice and demand in writing. VENDOR shall thereafter reinstate services under this Agreement only upon payment of all past due charges plus any additional late fees (as defined as 1% per month on uncontested invoices). City shall have the right to terminate should VENDOR's application software and it resulting Intangible Product fail to perform as represented and if said failure(s) are not corrected within reasonable period as determined by CITY. In the event VENDOR ceases to provide maintenance and support for the application software (including any VENDOR -supplied updates) for reasons other than CITY's failure to pay maintenance fees, a current copy of the Source Code as defined in Section V, clause E with complete system documentation will be provided to CITY in order to ensure continued maintenance. Page 7 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. SIGNATURES: IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. "CITY" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Tony E. Crapp, Jr. City Manager ATTEST: "VENDOR" Print Name: Title: Corporate Secretary N. Harris Computer DBA MS GOVERN, a British Columbia, Corporation By: Susan McCormick Director of Business Operations, CityView APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney Gary S. Reshefsky Risk Management Director Page 8 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. CORPORATE RESOLUTION WHEREAS, desires to enter into an agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the is hereby authorized and instructed to enter into a contract, in the name and on behalf of this corporation, with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached and to execute the corresponding performance bond. DATED this day of , 2011. Corporate Secretary Chairperson of the Board of Directors (Corporate Seal) Page 9 City of Miami JULY01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. ATTACHMENT A ESCROW AGREEMENT (BEGINS ONPAGE 11) Page 10 City of Miami JULY 01, 2011 N. Harris Computer Corp. SUPPORT SERVICES AGREEMENT To: JQDLIts.5 Erneryl-lragstaver; Swan Barristers mad Solicitors Suite 1232 - 117-5LuL Street B C t'S V.' 2E I CROW A(R To Each Denlanni (as defined hereunder) N. Ha rrts Computer Corp. ad./lost:ledge that each licembee under the term. of A valid, etarett N. Harris Computer Corp Sfrva.e lice=e andStxr1Apeentent which not In default (tile "Declarant—)i beneficiary under this Escr:rw Agreement and entitled to enforce legal oghts and ernee. hereunder I . Upon receipt by kee', Emery }irrgreaves Swan of a Statutory Dec L-iation front the Declarant or au ainhcaized officer of the Declarant con 'tainting the follow -mg provisions. (a) The Declarant LS a 1)=7.- to a N. Harris Computer Corp. Software Lcetse and Stwort Agreernent and the Decheaut nc4 defintit umder the terms of the agreement Oa) The Declarant hat requested In Wfitzng performanoe of License and Stwon Agreernent by N. Harris Computer Corp. N. Harris Computer Corp. has not rep. ander] ix; tent to the Declarant with 30 da/.7. 5-oat the date of the written regtx.t.t of the Deolanstw, with a response which did not reasonably inotude aidentificaot of the problemthe timetable for resolution. and tbproposed scope of the won: ter/tared to resolve the pi oblem. 1",d) Notice of the tntentron of the Decluant to ercemse the protanons of this Escrow Agierslent has been served upon N. Harris Computer Corp. not less than 14 days prior to the date of to:A.-titian of the Statutory Dechwation, (el The Declarant zadertael; to copy the program vource code, the emiaject of the Escrow Arreernenr, and ro return the ongmal to Jones Ewer; Hargreaves Swan and rue the program wnnue code ,orly for the pupoe cf sltppottalg sad ntnntairangir N. Harris ComputerCorp. soft -Is -are y,togram for its our, internal corporate ptuposes. Jones Emery Nargreares Swan shall reteatero the Declarant the program source code as- deposited lay N. Harris Computer Corp. LI a sealed envelope with Ionts Emer Kv-greavet Swan Rural:tat to this Escrow Agreement N. Harris Computer Corp.. shalj. the term of thii agreement submit re‘ised copiei of the source code in a seakd envelope together with s hit of current approved declarants entitled to receive the tame sub)ect to the condanons 1) above Such LCVL'::0134 shall be 4tf 41111pailied 17," a certficate how N. Harris Compute r Corp. vat:ng that Tbe comersof the escrowed material: we complete and would be useable b/,- z reasalably lalostiedgeable computer Fogranimet ..ritandable a (h) The contents accurately se0ett the moit current version of the licensed progratn, the Lie. Page II City of Miami JULY01,2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. (c) (d) (e) The contents incorporate all changes made to the licensed prog ams or the source material from the previous time the escrowed materials were delivered to Jones Emery Hargreaves Swam under this agreement. The contents contain a separate CD or dislatte that .coni+in the CityView License Key Generator Program with instructions for use, and: The contents coota"t no passwords, of other device that would prevent or prolsibit the use of the escrowed materials at any time. N. Harris Computer Corp. will ensure that r with Jones Emery Hrtgseaves Swan wt its u thirty proram or a licensed progam update. copie of the source code will be placed r s after the public release of a licensed 4. Jones Emery Har reaves Swan shall, upon receiving such a certificate frail N. Harris Computer Corp. notify each of the declarants nternioued in (2) above, by mail of such receipt. 5. It is understood that the dt:ties of Jones Emery Hargreaves Swan, as escrow holder are limited to those expressly set forth herein and, in addition to the carrying out of escrow instructions, are limited to talang reasonable care of the subject matter of this aieement. Jones Emery Hargreaves Swan make no representations Of guarantee as to the escrow materials and shall not be obligated 10 inquire irate the accuracy or completeness of the esCzow materizls or any declaration made hereunder. In the event that proceedings in a court of law arise in relation to the subject swatter of this Escrow Agreement, Jones Emery Hargreaves Swam •ls ll not be obligated to defend or enter an appearance and shall only be obligated to participate after the Declarant and N. Harris Computer Corp. have placed sufficient security for Jones Emery Hargreaves Swan-s costs of such Promss 6. This agreement .hall tenn,nate ten (1©) years from the date hereof unless renewed by mutual written agreement. Jones Emery•Hrngeaves Swan may resign as escrow aged hereta der upon another part- accepting the dudies and obligations of escrow agent or ton provsf eg the Declarant and N. Harris ComputerCorp with: i ty(60) days achance wiittennotice. DATED at the Coy of Victoria, in the Province of British Cohrnibia. this day of . 2001. N. Harris Computer Corp, Robert E. Bennett, President The tents of this agreewent are hereby accepted by the fum of Jones Emer- Hargreaves Swan Per Patrick C. Trelawnv Page 12 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. LEFT BLANK INTENTIONALLY Page 13 City of Miami JULY01,2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. ATTACHMENT .B SCHEDULE 'A' SCHEDULE A This is a Schedule 'A' attached to and made part of a Software License And Support Agreement dated July 01, 2011 between MS Govern (A division of N. Harris Computer Corp.) and the CITY OF MIAMI. The following concurrent program licenses expire on June 30, 2012 Quantity Product Description NE1225 10 Application Builder NE1225 10 Application Client NE1225 40 Browser Clients NE1225 20 GIS Extension Page I4 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. In addition to the above, the CITY OF MIAMI has purchased the following CityView Products: CityView Server Mobile Extensions Web Services Page 15 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. ATTACHMENT C Standard SLA CityView Standard Support Service Level Agreement property information permits & inspections donning code enforcement licensing cashiering 1 application builder Page 16 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. CityView Standard Support — Service Level Agreement Contract Term: 1 Year (renewable annually) Support Channels: Web, Telephone or Email Support Requests Allowed: Unlimited Who Can Report: Up to three users named in your support agreement can submit support requests. These individuals must be trained in the use of CityView and constitute the first line of support for your organization. Hours of Coverage: Coverage hours are 6:00 a.m. to 5:30 p.m. Pacific Standard Time from Monday through Friday, excluding MS Govern Technical Support observed holidays. (Only those statutory holidays that coincide between Canada and the United states are observed by MS Govern Technical Support.) Accessing Support: The preferred method of opening a support incident is to enter the problem details through our online support system. Telephone support requests should be preceded by filing an electronic support request on our Web site, including a detailed problem description. Telephone support requests will be answered live during business days, though staff may be involved serving other customers. If your call is not answered live, we ask that you leave a message, including the support request tracking number you received from the electronic filing, your name and phone or pager number. Messages are typically responded to within two hours. Auto Acknowledgement: We will send a computer -generated message that acknowledges receipt of the report that you filed electronically. This message will contain the details of your problem report as well as the support request tracking number. Whenever the status of your incident changes, a notification'will automatically be sent to the individual that opened the call. Request Response Time: A technical support engineer will respond to all requests within the time frames specified in Table 1. Business hours are 6:00 a.m. to 5:30 p.m. Pacific Standard Time from Monday through Friday, excluding MS Govern Technical Support observed holidays. Only those statutory holidays that coincide between Canada and the United States are observed by MS Govern Technical Support. We process requests in the order of their priority followed by order of submission. What we will do if we don't hear back from you: If we don't hear back from you in ten business days, we will close your support request and mark it as "Closed / No response from customer." Resolution of Bug -Related Requests: We will keep your request open and follow up when a fix is available in a production release. We will also contact you if we post an experimental build that will help with your problem. What We Need to Help You Page I City of Miami JULY01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. MS Govern wants to be as responsive as possible to your support needs. To accomplish this goal, the MS Govern customer support staff relies on your knowledge, self-sufficiency, and thoroughness during the troubleshooting process. You reap the benefits from this effort — it allows MS Govern to focus on the more difficult problems and make the product more robust. It also helps control the amount MS Govern charges for support. • Knowledge: You should be experienced in the installation, operation, and maintenance of the hardware, desktop, and network operating systems, and applications in your environment before you install CityView. • Self-sufficiency: We ask you to be as self-sufficient as possible when you encounter problems. You can do this by referring to technical documentation for your environment and by searching the MS Govern Web site to determine if your issue is addressed before you submit it to our customer support staff. • Complete information: As with any troubleshooting process, accurate and timely resolution depends on information. When you request support, please fill in all relevant fields in the request form, provide a detailed problem description, and attach any appropriate log files. Unfortunately, when the request information is incomplete, it will take longer to resolve your issue. • Preparation: If you call us for support, be prepared to provide the same level of information as is requested on the request submission form. You can help reduce the time to resolution by completing the online support request form and attaching files as directed. Then, simply provide us with the request number when you call. We ask that you have immediate access to the computer(s) on which MS Govern products are running. How to Access Support MS Govern offers several methods of accessing support described below. Please note that for Priority 1 (see Table 1) issues, customers are encouraged to submit their incident online and then follow up via MS Govern's toll -free phone number: • Web Support (preferred method) Our web portal, (http://support.harriscomputer.com ), provides resources for customer self-service, and is comprised of an online searchable knowledgebase, downloadable updates, and a web -enabled CRM that allows users to log new support incidents and check the status of previously submitted incidents on a 24 x 7 basis. • Telephone Support Telephone technical support is available between the hours of 6:00 a.m. and 5:30 p.m. PST on regular business days. Customers can contact us toll -free at 1.866.988.8324. MS Govern technical support will respond to telephone inquiries using the Service Level Agreement provided in Table 1 below. Page 2 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. • Email Support Customers may request assistance from MS Govern technical support via email at citvviewsupportmsgovern.com. All email incident reports are logged into the MS Govern support CRM database and are addressed based upon the priority of the issues. The response time guidelines for support are provided in Table 1 below. Feature Requests If you come across an idea that you think might make a nice enhancement to CityView, your input is always welcome. Please submit your suggestions through regular support channels. Unless additional information is needed, you will not receive a personal response. Any suggestions for enhancements to CityView that you submit will become the property of MS Govern. -MS Govern may use this information for any MS Govern business purposes, without restriction, including for product support and development. MS Govern will not use information in a form that personally identifies you. Page 3 City of Miami JULY01,2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. Limitations The following are not covered by MS Govern's Standard Support Agreement, but may be available as separate services on a time and materials basis: a) Services required due to misuse of MS Govern maintained software; b) Services required due to software corrections, customizations, or modifications not developed by MS Govern; c) Services required by the Customer to be performed by MS Govern outside of MS Govern's regular business hours; d) Services required to resolve or work -around problems that cannot be reproduced in MS Govern's support environment; e) Services which relate to tasks other than maintenance of the Customer's existing implementation and configuration of CityView, including but not limited to, enhancing or adapting CityView for specific operating environments; f) Services requested by the Customer to implement software updates provided by MS Govern. Table 1. Service Level Agreement peratlon Servk e o critical) impacted i ,us nes prc ss . pacted No kno n fworkaro `nd? t � Ion of ;� � � .ofHdawn. Bu iraess E eclrum� vo,,XA$ otA e ed' b Work ouad'ma�y�a a v -vaiahle���.x rAftatlo d customer will r es r s q Olemror obta a workaround,; S:Gover n �cus orrterr will, t� iSFrd . � r � icoMMit �esorvrces dunng b slness 6016 esolve bona • 9 sue`or; 4USERS A?JNO BUSINE S £ �� A C 0 1 ANRl ANNOTPRiOCE SPAYMENTS �i PP ICg >T�� RES ONS 9S GEPTIONALL yy�ON.0 ITICAI IrE TURF OT ppoR ING EQ Crep I T E�WORr UTT Rk RFS US Ri INTERVENTION HE>JP lu CL IFGA N, � Page 4 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. eguests irrcAp�:H�'. ' Response time targets are during business h urs only. Obtaining More Information Information about our support programs may be obtained by contacting the MS Govern sales team at 1.800.665.5647, or via email at sfavalaro@msgovern.com. Page 5 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. Attachment D SOFTWARE LICENSE AND SUPPORT AGREEMENT 1. LICENSE N. Harris Computer DBA MS Govern (hereinafter called 'MSG') hereby grantsto the City of Miami (hereinafter called the 'Licensee') a non -transferable, non-exclusive license to: (a) Use the CityView application software (hereinafter called the 'PROGRAM.), containing the system modules described in the Master Agreement for Goods and Services between the parties. . The PROGRAM is in "use" on a computer when it is loaded into temporary memory (i.e., RAM) of that computer; (b) Copy the PROGRAM into any machine readable or printed form for back-up, archival or modification purposes in support of the Licensee's use of the PROGRAM on the computer system PROVIDED THAT: (i) the Licensee shall maintain a record of the number and location of copies made; and (ii) the copies, together with the original, shall remain the property of MSG; (c) Modify the PROGRAM or merge it with another program for the Licensee's use on any single machine PROVIDED THAT: (i) any portion of the PROGRAM modified or merged into another program shall continue to be subject to the terms and conditions of the Agreement; and (ii) upon termination of this Agreement, the PROGRAM or portion thereof shall be completely removed from the modified or merged program and destroyed or returned to MSG at the request of MSG. 2. SUPPORT In consideration of payment of the annual support and maintenance fee, MSG will provide: (a) Priority response on support requests regarding licensed programs (and PROGRAM updates) as defined in the Service Level Agreement (hereinafter called the "SLA") (b) Remote diagnosis of operational issues related to the PROGRAM and PROGRAM updates, provided that the Licensee has obtained, at its cost, the necessary software, hardware and instruction to allow MSG to provide such assistance. (c) PROGRAM updates for licensed programs at no extra charge except for magnetic media and courier costs, these updates to include minor changes, enhancements, improvements, and problem resolutions (excludes all Xpress Licensees); In consideration of the services set out above, the Licensee agrees to pay for each Licensed User installation; the annual software maintenance charge which shall be submitted by MSG no later than one month prior to the date of expiration of the current term (excludes all Xpress Licensees). 3. ACCESS TO PROGRAM SOURCE CODE (excludes all Xpress Licensees( MSG acknowledges that it has entered into an agreement (hereinafter called the "Escrow Agreement") with Jones Emery Hargreaves Swan, Barristers and Solicitors, having an office at Suite 1212 - 1175 Douglas Street in the City of Victoria, in the Province of British Columbia. Said Escrow Agreement provides that a Licensee may gain access to program source code for purposes of maintaining and supporting their PROGRAM licenses all as provided in the Escrow Agreement. MSG agrees that for so long as this Software License and Support Agreement is in effect it will deposit and periodically update, at MSG's sole cost, a copy of the current version of the PROGRAM source code for all programs for which the Licensee holds licenses . MSG further agrees that for so long as this Software License and Support Agreement is in effect it will take no steps or actions which would have the effect of modifying or eliminating the Escrow Agreement without first having received written permission from the Licensee to so do. 4. TERM This Agreement is effective upon installation and/or payment of the license fee and shall remain in effect for one year, and upon expiry of the initial term shall automatically renew for an identical term upon payment of the annual support and maintenance fee for the renewal term Page 6 City of Miami JULY01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. unless terminated by either party in accordance with the terms contained herein. While the annual support and maintenance must be paid and up to date to keep CityView licensing active, MSG understands that economics change over time. As such, after the first two years of fully paid maintenance, MSG shall be open to discussing annual support and maintenance costs with the Licensee in the event the Licensee notifies MSG prior to the end of a license term that the Licensee does not have sufficient funds for annual support and maintenance costs for the subsequent term. The Licensee may terminate this Agreement upon the giving of not less than sixty (60) days written notice to MSG prior to each anniversary date of this Agreement. The Licensee may also terminate this Agreement provided that MSG is in breach of this Agreement and MSG has not responded to the Licensee within thirty (30) days from the date of the written request of the Licensee, which response did not reasonably include an identification of the problem, the timetable forresolution, and the proposed scope of the work required to resolve the problem. MSG can teiniinate this Agreement if the Licensee is in breach of this Agreement and fails to cure such breach within thirty (30) days after written notice from MSG, including for non-payment within sixty (60) days of invoice date. In case of termination, the Licensee shall at the request of MSG either: (a) (b) Destroy the PROGRAM together with all copies, modifications and merged portions, or Return the PROGRAM together with all copies, modifications, and merged portions to MSG. Upon termination the Licensee shall certify in writing that the original and all copies, modifications and merged portions in any form have either been retumed to MSG or have been destroyed. Sections 5, 6, 7 and 8 shall continue on and survive notwithstanding termination of this Agreement. 5. MSG'S PROPRIETARY RIGHTS The grant of the License herein contained permits the limited use of the PROGRAM by the Licensee. Title to and all property in the PROGRAM, its name, logo and computer stored data shall remain exclusively with MSG. The Licensee hereby acknowledges that the PROGRAM is the property of MSG, constitutes a MSG trade secret, and agrees to exercise due care and diligence in safeguarding the PROGRAM and MSG's proprietary interest. The Licensee also acknowledges that any negligence or deliberate violation of this Agreement on its part which results in failure to protect MSG's proprietary interest in the PROGRAM shall actually and materially damage MSG. In order to ensure compliance with the terms of this Agreement, MSG shall be entitled, upon reasonable notice to Licensee and subject to MSG's compliance with Licensee's reasonable security measures, to enter upon the Licensee's premises during normal business hours and require the Licensee to produce such information, records and documents as may be required to ascertain compliance. MSG may revise or update the PROGRAM or its product from time to time but shall have no obligation to provide such revision or update to the Licensee, unless the Licensee has paid in full the Annual Software Maintenance fee. 6. LIMITED WARRANTY MSG warrants only that: (a) the PROGRAM furnished, and all subsequent PROGRAM updates, shall function as set forth in the user documentation accompanying the PROGRAM; and, (b) the CD or diskette or cassette or magnetic tape on which the PROGRAM (including PROGRAM updates) is provided, shall be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to the Licensee as evidenced by the Licensee's delivery receipt. Except as specifically provided above and as set forth in Section 25 of the Master Contract, MSG expressly disclaims all warranties in the PROGRAM, including, but not limited to the implied warranties of quality or fitness for a particular purpose. The Licensee assumes sole responsibility for the selection of the PROGRAM to achieve the Licensee's intended results, and for the installation, use and results obtained from the PROGRAM. 7. LIMITATIONS OF REMEDIES FOR WARRANTY For breach of the'warranties contained herein, MSG's entire liability and the Licensee's exclusive remedy shall be: Page 7 City of Miami JULY01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. (a) The replacement of any CD or diskette or cassette not meeting MSG's "limited warranty" and which is returned to MSG with a copy of the Licensee's receipt, or (b) If MSG is unable to deliver a replacement CD or diskette or cassette which is free of defects in materials or workmanship, the Licensee may terminate this Agreement by returning the PROGRAM to MSG for a refund in full of licensing fees only as long as such refund is requested within three (3) months of the anniversary date of this Agreement. 8. LIMITATION OF LIABILITY The Licensee and MSG recognize that circumstances may arise entitling the Licensee to damages for breach or other fault on the part of MSG arising from this Agreement. The parties agree that in all such circumstances the Licensee's remedies and MSG'S liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement. 8.1 EXCEPT FOR (a) MSG'S INDEMNIFICATION OBLIGATIONS HEREUNDER, (b) DAMAGES ARISING OUT OF MSG'S BREACH OF ITS DATA PRIVACY OBLIGATIONS HEREUNDER,C) DAMAGES ARISING OUT OF MSG'S INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL.MISCONDUCT, OR (D) BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY MSG 'S NEGLIGENCE, BOTH PARTIES AGREE THAT MSG'S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO MSG BY THE LICENSEE UNDER THIS AGREEMENT. 8.2 IN ADDITION TO THE FOREGOING NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CLAUSES 8.1 AND 8.2 SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT. 9. INDEMNIFICATION The Licensee Expressly acknowledges and accepts its responsibility under applicable law (only to the extend allowed by Section 788.28, FS) for property loss, property damage, incident to injury to persons, or property, arising out of or resulting solely from the negligence of the Licensee relative to this License Agreement. This is a statement of the Licensee's responsibility, but is NOT to be construed or interpreted as hold harmless, duty to defend, covenant not to sue, release, or indemnification. The Licensee expressly reserves its sovereign immunity, and its privileges, defenses and claims relating to its sovereign immunity. The Licensee recognizes that they are utilizing version 8.31 software that is no longer being actively tested by MSG for compatibility with 3`d party applications/patches. The Licensee agrees to take adequate steps to assure testing of 3r° party application/patches before applying in to a production system. 10. INJUNCTIVE RELIEF The Licensee agrees that the breach of any term, provision or condition of this Agreement by the Licensee may cause irreparable damage to MSG in which case an award of damages may not be adequate relief to MSG. Therefore, the Licensee agrees that in addition to all the remedies available to MSG in the event of any breach of this Agreement by the Licensee, MSG shall have the right to obtain timely injunctive relief to protect its proprietary right. 11. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the state of Florida and any and all disputes or legal actions shall be venucd in Mittmi-Dade Courtly or the nearest jurisdiction to the City of Miami. 12. ENTIRE AGREEMENT Page 8 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. This Agreement contains all the terms and conditions agreed on by the parties hereto with regard to the matters dealt with herein, and no understandings or agreements, verbal or otherwise, exist between the parties except as herein expressly set out. 13. RIGHT TO ASSIGN This Agreement and the rights and liabilities hereunder shall not be assigned by the Licensee unless consent in writing is obtained from MSG. 14. SUCCESSORS AND ASSIGNS This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Page 9 City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. ATTACHMENT E Amendment to ASM Fee 34Z MSGovem December 22, 2010 City of Miami Department of IT Technology 444 SW 2nd Avenue - 5th Floor Miami, FL 33130 Attn Latanya Williams RE: Amendment of Annual Software Maintenance Fee Dear Latanya Per your request from December 8, this letter is a formal quotation of the CityView Annual Software Maintenance (ASM) fee for the renewal years of 2011 to 2014 inclusive. The City of Miami is a valued, Tong -term customer. As such, I have significantly discounted the regular ASM fee to provide the City with more than $11,500.00 in savings over the 4 year period. As a result, the ASM fee for these renewal years will not exceed $30,339.00 per year. All other terms of the existing Software License and Support Agreement remain the same. Please find attached a copy of Schedule A, which highlights the licensing elements, and a copy of our Standard Support Agreement. If you have any other questions, please do not hesitate to contact me at jedwards@msgovern.com . Sincerely, John Edwards Support Service Manager Page I City of Miami JULY 01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. MS Govern Software, a division of Harris Computer Systems, Victoria Office: tel: 1-866-988-8324 fax: 1-250-475-6080, 1108-4464 Markham St., Victoria, BC V8Z www.msgovem.com Page 1 I City of Miami JULY01,2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. ATTACHMENT F INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit - $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Contingent & Contractual Liability Premises and Operations Liability II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Page 12 City of Miami JULY01, 2011 SUPPORT SERVICES AGREEMENT N. Harris Computer Corp. III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodilyinjury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Deductible- not to exceed 10% The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 13