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AG 16-052I RETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING 2. ORIGINATING 4. TYPE ❑ CONTRACTOR ❑ PUBLIC ❑ PROFESSIONAL ii GOODS ❑ REAL ❑ ORDINANCE ❑ CONTRACT ❑ OTHER 5. PROJECT 6. NAME 7. EXHIBITS 8. TERM: 9. TOTAL REIMBURSABLE IS SALES CITY II PURCHASING: 10. DOCUMENT p•PROJECT J -i ❑ RISK ❑ LAW 11. COUNCIL 12. CONTRACT SENT ❑ ATTACH: ❑ LAW ❑ CHIEF ❑ SIGNATORY ❑ CITY ❑ ASSIGNED ❑ SIGNED COMMENTS: Beginning 1/1/2015 DEPT./DIV: Information Technology STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP OF DOCUMENT (CHECK ONE): SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION AMENDMENT (AG #): ❑ INTERLOCAL NAME: Tiburon to Spillman Interface Annual Support and Maintenance OF CONTRACTOR: Accelerant Group, Inc. ADDRESS: 5269 South Commerece Drive, Suite 300, Salt Lake City, UT 84107 TELEPHONE 801 -938 -4800 E -MAIL: cindy @accelerantgroup.com FAX: SIGNATURE NAME: Jeremy Sylvester TITLE Chief Architect AND ATTACHMENTS: II SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMMENCEMENT DATE: 1 /1 /2015 COMPLETION DATE: 12/31/2016 COMPENSATION $ $1,314 / annually (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) EXPENSE: OYES II NO IF YES, MAXIMUM DOLLAR AMOUNT: $ TAX OWED I YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR A PLEASE CHARGE TO: 502 - 1100 - 046- 521 - 10-414 /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED MANAGER eTOR ,rte r t1(g CK �r vim MANAGEMENT (IF APPLICABLE) APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: N/A SIGNATURE ROUTING DATE RECD: Ll /11 r 4 TO VENDOR/CONTRACTOR DATE SENT: / iR SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE IG ED DEPARTMENT e, 11//2.11t• OF STAFF (MAYOR OR DIRECTOR) IF 14 / /k /i 1 CLERK q t2.111, 140 Kt wild AG# AG# I (p- Ott COPY RETURNED DATE SENT: 412-lb to pay back support and maintenance to catch up to current. 1_t c.1tee,m 4 64ftkis (VG+ 13 —I c 11/9 STOM SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT ) is entered into on 1/01/2015, between Accelerant Group, 'orated ( "Provider "), with its principal place of business located at 5296 South Commerce Drive, Suite 300, Salt Lake City, UT 84107 and City of Federal Way ( "Client "), with its principal place of business located at 33325 8th Ave S, Federal Way, WA 98003 and shall be effective as of 1/01/2015 (the "Effective Date"). RECITALS WHEREAS, Provider i technical consulting services, ed in the business of computer application development, including :om software development and maintenance, WHEREAS, C the Software. NOW THEREFORE, Provider and Chien . Scope of Services Provider agrees to perform, and Client agrees to accept the maintenance and support services referred to in Exhibit A (Statement of Work) with respect to the Software. e require maintenance and support r arding .e use of 2. Price and Payment Terms Client will pay Provider for .Provider's Work on the terms and conditions set forth in Exhibit A (Statement of Work). Term and Termination Unless terminated as provided herein, this Agreement will extend for a period of 24 months and will automatically renew from year to year thereafter, unless earlier terminated as provided herein. Either party may terminate this Agreement without cause upon thirty (30) days written notice. In the event of termination without cause, Client agrees to pay Provider for all of Provider's Work performed up to the date of termination. Either party may terminate this agreement upon written notice for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach will not alter or af'«ect the terminating party's right to exercise any other remedies for breach. 4. € wnership of Intellectual Property Provider will retain ownership of all proprietary rights in Provider's Work, including certain rights, if any, that Provider has pursuant to License from another party. Upon full payment of the fees set forth in this Agreement, Provider will grant to Client a non - exclusive license to e the Software, a modified or enhanced, in its own business. Client is not authorized to sell or nse the Software or rights thereto to any other person or firm, Confidential Information A. .A.i information relating to Client that is known to be confidential or proprietary, or which is clear y marked as such will be held in confidence by Provider and will not be disclosed or used by Provider except to the extent that such disclosure or use is reasonably necessary to the performance of Provider's Work. All information relating to Provider that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement. C. These obligations of confidentiality will extend for a period of 12 months after the termination o s agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation. A. Provider will promptly notify Client of any material defects or malfunctions in the Software or related documentation that it learns from any source. B. Provider will, from time to time, supply Client with copies of the Software and relevant documentation revised to reflect signifi cant updates and enhancements to the software made by Provider, if any, during the period of this Agreement. Such enhancements may include, without limitation, modifications to the Software that increase its speed, efficiency, and/or ease of operation. Provider will supply I copy of any of these updates and/or enhancements without additional charge. Provider will give reasonable assistance to Client in installing and operating any new release or enhancement, provided, however, that if such Client's facility, such services will be charged at Provider's then current consulting rate. Within a reasonable time after being given written notice thereof, Provider correct inherent material errors in the Software that are not caused by Client's misuse, improper use, alteration or damage of the Software. is to be provided at D. Provider will supply Client with reasonable means of accessing modifications and enhancements to the Software, including diskette, compact disk, or through network download. Provider is not obligated under this Agreement to perform on -site installation of modifications and enhancements. 7. uid Disclaimer Provider warrants the Work will be performed in a workmanlike manners and in formity with generally prevailing industry standards. Client must report any materia. deficiencies in Provider's Work to Provider in writing within ninety (90) days of Client's receipt of Work. Client's exclusive remedy for the breach ofthe a ove'warranty will be the re- peiiurmance of Provider's Work within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER ARRAT:ES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of Provider's Work, whether in contract, tort, or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold Provider harmless against any claims by Provider arising out of or in conjunction with Client's breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein. Provider's total liability under this Agreement with respect to the Work, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Provider during the six (6) month period prior to the date the claim arises. Relation of Parties The performance by Provider of its duties and obligations under this Agreement will be te or im zed to constitply uan te agency a joint at of an independent contractor, and nothing in this Agreement will nship between Provider and Client, nor will this Agreement be de venture or partnership between the parties. relal 10. Employee Solicitation/Hiring During the period of this Agreement and for twelve (12) mon rectly or indirectly solicit or offer employment to or hire any employee, subcontractor, or former subcontractor of the other. The terms "former emplca subcontractor" will include only those employees or subcontractors of either 7 employed or utilized by that party within six (6) mono violation. Non- assign er, neither party former employee, and "former oho we Neither party will assign this Agreement, in whole or in part, without the prior written nt of the other party. This Agreement will inure to the benefit of, and be binding upon the es hereto, together with their respective legal representatives, successors, and assigns, as erein. 12. Arbitration Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Washington. The arbitration will be held in Washington. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of+competent jurisdiction. Attorneys' Fees prevailin ry par itigation or arb tration is necessary to enforce the terms c f this Agreement, the y will be entitled to reasonable attorneys' fees and costs. everabi If any term oft is Agreement is found to be unenforceable or contrary to law, it,will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect 15. Force 1Vjeure Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control. No Waiv The waiver by any party of any breach of covenant will not be construed to be a waivei of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized' representatives of the parties hereto. 17. Entire Agree This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subjec matter. Both parties acknowledge that they have not been induced to enter into this Agreemer by any representations or promises not specifically stated herein. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives. Provider: ACCELERANT GROUP INCORPORATED By: Title: CHIEF AR TECT Name. JEREMY SYLVESTER Date: 4././// /70 /4 Client CITY OF FEDERAL WAY By: if< Title: T iNA Pit■th6- Name: 164 FgC cz Date: EXHIBIT A: STATEMENT OF WORK TABLE OF CONTENTS Preamble 1.0 Project Background 2.0 Scope 3.0 Technical Support 4.0 Price and Payment 5.0 Invoices 6.0 Payment PREAMBLE This Statement of Work accompanies an Agreement that has been executed by the parties. All statements of fact contained in this Statement of Work are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this Statement of Work. 1.0 Project Background This support and maintenance applies to the Tiburon Interface that is currently installed on the City of Federal Way's Spillman server. 2.0 Scope Scope is limited to software maintenance and support of the Tiburon Interface, which includes any modification/update to the software to keep it in working condition with the Client's Spillman Records Management System or the Tiburon Computer Aided Dispatch System, should there be any updates to the Spillman or Tiburon system that render the Provider's Software inoperable. Technical Support Standaard Support Standard Support hours are 8 a.m. to 5 p.m. Mountain Stan e, Monday through Friday. Technical Support Phone n 1: support®aelerantgroup.com. F1 A,fter Hours Support After hours support is After hours includes any time beyond the de siding standard US Holidays. inc 4.0 Price and Paymeni Standard Support will be billed annually at a price of Anua 801.938.48 additionally at $150 ,00/hour. Standard Support hours, punt 5.0 Invoices An invoi No be sent to Client 30 days prior to the annual support contract renewal f support Increases will be included in the invoice if applicable. Payment Payment is due thirty days (30) days after the invoice Date. Client may not withhold any due hereunder and Provider reserves the right to cease work without prejudice if are not paid when due. Any late payment will be subject to any costs of on eluding reasonable legal fees) and will bear interest at the rate of one (1) percent per month or fraction thereof nt l paid. ACCELERANT GROUP To Whom It May Concern: Accelerant Group, Inc. meets and satisfies all federally mandated system secure and controlled requirements. Our Company complies with all Federal Bureau of Investigation Criminal Justice Information Services (CJIS). Specifically, each employee must be inquired through the Bureau of Criminal investigation (BO) and the Terminal Agency Coordinator (TAC) must obtain finger prints background checks and run national warrant inquires. Each employee must participate in training and sit for the National Crime Information Center (NC1C) functionality certification test This process must be run every two (2) years. Any positive hit requires immediate suspension and access denial. The BC! maintains fingerprint records of each Accelerant Group employee including their background check. This document certifies compliance and adherence to all local, state and federal requirements in coordination with logon permissions. Please direct any questions to your Account Manager or the Account Executive representing Accelerant Group, Incorporated. Best regards, Jeremy Sylvester Owner, Chief Architect 5298 South Commerce Drive, Suite 300, SLC, UT 84107 1 www.aoceferantgroup.com I 801.938A800 office