AG 16-052 - Accelerant GroupI 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