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HomeMy WebLinkAboutIT18-118 - Original - System Innovators - Support & Maintenance Agreement - 03/06/2018 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: c 12/14/2023 12/14/2023 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website N/A Budget Account Number• Grant? Yes NoF-] 52001770.64160.1800 Budget?❑✓ Yes Type: N/A M Vendor Name: Category: System Innovators Contract Vendor Number: Sub-Category: 1965060 Original 0 Project Name: Support & Maintenance Agreement cProject Details: Original Support & Maintenance Agreement between City of Kent and System Innovators signed in March of 2018. c Basis for Selection of Contractor: AgreementAmount• 148,290.39 Direct Negotiation E *Memo to Mayor must be attached .1111 Start Date: 03/06/201 8 Termination Date: 03/05/2022 a Local Business? Yes PINo*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓�No IT18-118 Comments: Agreement has already been signed by Mayor, signature not required. c 12/14/23 - Received updated routing sheet in City Clerk's Office. M.M. 3 0 N a Date Received:City Attorney: Date Routed:Mayor's Office City Clerk's Office 12/14/2311 adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 SUPPORT AND MAINTENANCE AGREEMENT THIS SUPPORT AND MAINTENANCE AGREEMENT(the"Agreement") made as of the 6th day of March 2018 (the"Effective Date"). BETWEEN: SYSTEM INNOVATORS,A DIVISION OF N. HARRIS COMPUTER CORPORATION ("Harris") - and- City of Kent,WA ("Organization') RECITALS 1. Harris has licensed Software to Organization pursuant to a software license agreement entered into between the parties on the same date as the Effective Date (the "Software License Agreement") and shall provide related services pursuant to a software implementation services agreement dated the same date as the Effective Date (the "Software Implementation Services Agreement"); 2. The Organization wishes to receive support and maintenance services related to the Software;and Harris has agreed to provide the support and maintenance services related to the Software on the terms and conditions set out in this Agreement; NOW THEREFORE,in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged),the parties agree as follows: 1. Definitions. Throughout this Agreement,the following words and expressions shall have the following meanings. All defined terms not otherwise defined herein shall have the meaning ascribed to them in the Software License Agreement. (a) "Update" means a minor release of the Software which includes minor published modifications or enhancements to the Software related to a bug fix, minor additional functionality or legislative changes. An Update is designated by a change in the right-most digit in the version number (for example, a change from X.1 to X.2). -1- (b) "Upgrade" means a major release of the Software which is a complete new published version of the Software that [significantly] modifies,revises or alters the Software and adds features, functionality or enhancement to such Software. An Upgrade is designated by a change in the number to the left of the decimal point in the version number(for example,a change from l.X to 2.X). (c) "Release"means Updates and Upgrades. All Releases are provided in object code. 2. Entire Agreement. This Agreement (including the Change Order document referred to herein and the schedules and exhibits hereto) supersedes all prior representations, arrangements, negotiations, understandings and agreements between the parties, both written and oral,relating to the subject matter hereof and sets forth the entire and exclusive agreement and understanding between Harris and Organization relating to the subject matter hereof. The terms of this Agreement may not be changed except by an amendment signed by the authorized representative of each party. No provisions in any purchase orders, or in any other documentation employed by Organization in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by Harris, with such provisions being deemed deleted. 3. Support Services. Harris shall provide support services as provided by this Agreement and in accordance with the Standard Support and Maintenance Services—Harris Standard Guidelines, as may be modified or supplemented from time to time by Harris in its sole discretion so long as such changes do not diminish the overall level of services, a current copy of which as of the Effective Date is attached to this Agreement as Exhibit 2 (the "Support and Maintenance Services"). Support and Maintenance Services shall be provided primarily via telephone and electronic mail, and Harris will provide site visits at Customer's request subject to additional fees or when deemed necessary by Harris, in its sole discretion,to resolve an issue. The Support Services will be provided only during the hours of operation as described in Exhibit 2 hereto and which are in effect as of the Start Date (as defined below). To enable Harris to provide effective Support and Maintenance Services, the Organization will establish auto remote access procedures compatible with Harris's then current practices which may be revised over time. 4. Support and Maintenance Fee. In consideration for the Support and Maintenance Services, Organization shall pay the "Support and Maintenance Fee" as detailed in Exhibit 1 below. The Support and Maintenance Fee will be billed annually in advance. The first billing date shall be the pro rata amount for the period beginning on the date the Software is Go-Live in the production environment (the "Start Date's to the "Renewal Date",which is defined as being January 1 of the following calendar year. Thereafter,the Support and Maintenance Fee shall be paid for the period beginning on each subsequent Renewal Date and ending at 23:59 eastern time,the day preceding the Renewal Date. The Support and Maintenance Fee shall be fixed for the first five (5) years of support in accordance with the rates provided for in Exhibit 1. Organization shall only be billed once per year. The Support and Maintenance Fees shall increase where a reorganization occurs or due to any additional Licenses or other growth of Organization during the term based upon Harris's then current billing practices. -2- 5. Billable Fees. In addition to the Support and Maintenance Fee, the Organization shall reimburse Harris for fees related to support and maintenance services for Third Party Software and for Harris's direct expenses in providing support services pursuant to this Agreement for services that are not included in this Agreement ("Billable Fees'). The Billable Fees will cover expenses related to the installation/implementation of an Upgrade, any necessary services provided at Organization's premises, and at any other time when the parties may agree that additional services are required. The Billable Fees include as of the Start Date: (a) courier services,photocopying, faxing, long distance phone calls and reproduction services, (b) all direct travel expenses including,but not limited to hotel,airfare,car rental,tolls, parking and airline and travel agent fees; each individual's travel time billing rate of$75.00/hour;a per diem rate of$70.00 for week days and a$125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); and a mileage charge consistent with the Internal Revenue Service recommended rate per mile, (c) and all other reasonable expenses incurred in the performance of Harris's duties hereunder. To be reimbursable, these Billable Fees must be expressly approved by the Organization in advance of Harris having incurred them. Third Party Software will be separately billed on each invoice. Harris may update its reimbursement policies from time to time,in which case such updated policies shall apply for purposes of this Agreement upon the Organization's written approval of such updates. 6. Upgrades. Conditional upon Organization paying the Support and Maintenance Fee, the Billable Fees, and any other additional amounts applicable to such Upgrades,Harris shall supply Upgrades to Organization. Upgrades may require additional services to be performed by Harris outside of the scope of the Support and Maintenance Services including additional training not covered by the Software Implementation Services Agreement and professional services for the installation and implementation of the Upgrade that will be subject to Harris's then-prevailing policies, terms and Billable Fees related to pricing and hourly rates. 7. Updates. All Updates of the Software and all those services listed in Exhibit 2 which are included as part of the Support and Maintenance Services will be made available to Organization at no additional charge other than the payment of the Support and Maintenance Fee,the Billable Fees,and any other amounts payable under this Agreement. 8. Com„patibility. In the event any future Updates or Upgrades are incompatible with Organization's computing environment, including without limitation, database software, network, and platforms, including the interface modules identified in the Software Implementation Services Agreement, Harris will use commercially reasonable efforts to achieve compatibility. -3- 9. Compliance with Laws. The Organization shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its configuration and use of the Software,including without limitation those related to privacy, electronic communications and anti-spam legislation. Organization is responsible for ensuring that its configuration and use of the Software to store or process credit card data complies with applicable Payment Card Industry Data Security Standards("PCI DSS")and The Fair and Accurate Credit Transactions Act ("FACTA') requirements and shall not store credit card and social security data in the system except in the designated encrypted fields for such data. Organization is solely responsible for re-validating the configuration settings used with the Software following the installation of any Updates or Upgrades prior to using such Update or Upgrade in a production environment. 10. Payments. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. Organization agrees to pay all foreign,federal,state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes,tariff,duty or similar charges that may be levied by a taxing authority (excluding taxes on Harris' net income)on the Support and Maintenance Fee,the Billable Fees and any other fees set out in this Agreement. It. Term. Unless terminated earlier in accordance with this Agreement,the initial term of this Agreement shall be for the period of five (5) years that begins on the Start Date and ends five (5)years after that Start Date(the"Initial Term"). Thereafter,the parties may agree to extend this Agreement by a written amendment to this Agreement or a new Support and Maintenance Agreement. 12. OwnerAlp. Title to and ownership of all copyright,trademarks,trade secrets,patents and all other intellectual property and proprietary rights in the Releases and all related proprietary information supplied by Harris in providing the Support and Maintenance Services shall at all times remain with Harris,and Organization shall acquire no proprietary rights by virtue of this Agreement. Any updates related to Third Party Software shall be subject to the applicable Third-Party Software licensor's agreement. 13. Termination. (a) Harris shall have the right to terminate this Agreement and/or suspend the provision of Support and Maintenance Services immediately if- (i) Organization attempts to assign this Agreement or any of its rights hereunder, or undergoes a reorganization, without complying with the Software License Agreement; '(ii) Organization has not paid an invoice within ninety(90) days of the start of a Renewal Term; (iii) Organization (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether voluntary or involuntary, which has not been resolved within ninety (90) -4- days of commencement thereof; or(iii)becomes subject to property seizure under court injunction or other court order which has a material adverse effect on its ability to make payments when due hereunder; or (iv) Organization has breached or violated any obligations of confidentiality or any intellectual property or proprietary right of Harris. (b) Organization may terminate this Agreement,with or without cause,upon providing Harris with at least ninety(90)days advance written notice of Organization's intent to not renew the Agreement after December 31 of the current annual term. (c) This Agreement shall automatically terminate in the event that the Software License Agreement expires or is terminated, or in the event that the Software Implementation Services Agreement is terminated prior to the Completion of Services, as that term is defined therein. 14. Effects of Termination. The termination or expiration of this Support and Maintenance Agreement shall result in the concurrent termination of the Software License Agreement and Software Implementation Services Agreement. Harris shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. 15. Warranties. (a) Service Warranty. Harris represents and warrants that all services shall be provided in a timely manner and with a reasonable standard of care, in a workmanlike and professional manner, and consistent with generally accepted industry standards. Each of Harris' representatives and agents assigned to perform services under this Agreement shall be fully qualified,experienced,and technically trained, and shall perform the services in a reasonably cost-efficient manner. (b) Virus Warranty. Harris warrants that,any Updates and/or Upgrades delivered to Organization,on the date of delivery,do not contain any malicious code,program, or other internal component(e.g., computer virus, computer worm, computer time bomb, or similar component) that could damage, destroy, or alter any computer program, firmware, or hardware or which could in any manner, reveal, damage, destroy,or alter any data or other information accessed through or processed by the software product(s) or other products in any manner. Harris shall promptly advise the Organization, in writing, upon reasonable suspicion or actual knowledge that the software product(s)or other products may result in the harm described above. 16. .EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR WITHIN THIS AGREEMENT, .AND TO THE GREATEST EXTENT PERMITTED BY LAW. THE SUPPORT AND MAINTENANCE SERVICES PROVIDED BY HARRIS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES. REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE,OPERATION OF LAW,COURSE OF DEALING,USAGE OF TRADE OR -5- OTHERWISE. REGARDING THE SUPPORT AND MAINTENANCE SERVICES OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. HARRIS DISCLAIMS ANY IWARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY FITNESS FOR A PARTICULAR PURPOSE. TITLE OR NON- INFRINGEMENT. HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF ORGANIZATIO 'S PARTICULAR REQUIREMENTS THAT ALL ERRORS OR DEFECTS IN THE SOFTARE CAN BE FOUND OR CORRECTED. Org.,anization acknowledges and agrees that the Support and Maintenance.Services are not designed nor intended to be used to maintain or manage=products requiring fail-safe gperation and where the failure of the products or Support Services could lead to death, personal iW M or environmental damage. HARRIS DISCLAIMS ANY AND ALL WARRANTIES AND LIABILTY WITH RESPECT TO THE USE OF THE SUPPORT AND MAINTENANCE SERVICES IN SUCH HIGH RISK ACTIVITIES. 17. Notice. Unless otherwise agreed to by the parties, all notices required hereunder shall be made in accordance with the provisions of the License Agreement. 18. Waiver. Either party's lack of enforcement of any provision in this Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision and the non-breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 19. Limitation of Liability. (a) Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be,prior to the termination taking effect. (b) The Organization and Harris recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of Harris arising from this Agreement.The parties agree that in all such circumstances the Organization's remedies and Harris's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination, expiration or other discharge of the obligations of the parties under this Agreement. (c) EXCEPT FOR DAMAGES ARISING OUT OF (i) DAMAGE TO TANGIBLE PROPERTY (ii) INJURY OR DEATH TO PERSONS, OR(iii) INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF HARRIS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS AND ORGANIZATION'S EXCLUSIVE REMEDY WITH RESPECT TO THE SUPPORT SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY -6- HARRIS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF SUPPORT AND MAINTENANCE FEES ACTUALLY PAID BY THE ORGANIZATION TO HARRIS UNDER THIS AGREEMENT DURING THE THEN-CURRENT TERM(AND IN NO EVENT BEING GREATER THAN 12 MONTHS)OF THIS AGREEMENT UP TO AND INCLUDING THE DATE OF TERMINATION. (d) IN ADDITION TO THE FOREGOING, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HARRIS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS BE LIABLE TO ORGANIZATIONFOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT DAMAGES, EXEMPLARY, PUNITIVE, SPECIAL, OR AGGRAVATED DAMAGES WHATSOVER, INCLUDING WITHOUT LIMITATION FOR LOSS OF REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, COSTS OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. (e) CLAUSES (c) AND (d) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND, ACTION, OR PROCEEDING HOWSOEVER ARISING BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT(INCLUDING NEGLIGENCE), BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY, EVEN IF HARRIS HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (f) Remefts., Where remedies are expressly afforded by this Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of the Harris arising out of or in connection with this Agreement, notwithstanding any remedy otherwise available at law or in equity. 19. Allocation of Risk. The parties agree that the limited warranties, disclaimers and limitation of liability as set out in in this Agreement are fundamental elements of the basis of bargain between Harris and Organization and set forth an allocation of risk reflected in the fees and payments hereunder. 20. Governing Law. This Agreement shall be governed by and construed by the laws of the State of Washington. This Agreement excludes the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods (UNCCISG and any legislation implementing such Convention),if otherwise applicable. -7- 21. Assimment. This Agreement may not be assigned by the Organization(including by way TT Reorganization) unless, concurrently with any such assignment, the Organization assigns its rights under,and complies with the provisions of the License Agreement. This Agreement shall be binding upon and enure to the benefit of the parties,their successors and permitted assigns. 22. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. 23. Counterparts. This Agreement may be executed in counterparts (whether by facsimile signature or in PDF format via e-mail or otherwise),each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement. 24. Resolution of Disputes. If the parties are unable to settle any dispute,difference, or claim arising from the parties' performance of this Agreement,the exclusive means of resolving that dispute, difference, or claim, shall only be by filing suit exclusively under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process.In any claim or lawsuit for damages arising from the parties'performance of this Agreement,each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the Organizations right to indemnification under Article 5 of this Agreement. 25. Survival. Sections 1, 2, 4, 5, 8, 9, 11, 13-27, and any other provision of this Agreement which is required to ensure that the parties fully exercise their rights and their obligations hereunder shall survive any termination or expiration unless and until waived expressly in writing by the party to whom they are of benefit. 26. Relationship. The parties are and shall at all times, independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the Parties. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. 27. Force Maieure. .No default, delay or failure on the part of Harris shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, acts or omissions on the part of the School, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire,earthquakes,acts of God or the public enemy or default of a common carrier, the Internet or other electronic communications outside the control of Harris, or other disasters or events. -8- IN WITNESS WHEREOF,the Parties have executed this Support and Maintenance Agreement to be effective as of the date first written above. SYSTEM INNOVATORS,A DIVISION OF N. S TER CORPORATION Per: N Sumner Title. Ex 've Vice President Per: Name: Todd Richardson Title: Chief Financial Officer City of Kent,WA Per: t e: Dana Ralph ayor Jt Per. Aoll�z A Name:Mike t Title:Informationnol Director -9- Exhibit 1 Annual Support and Maintenance Fee Year 1 Support and Maintenance Fees: $24,375.00 Year 2 Support and Maintenance Fees: $25,594.00 Year 3: Support and Maintenance Fees: $26,873.00 Year 4: Support and Maintenance Fees: $28,217.00 Year 5: Support and Maintenance Fees: $29,628.00 Exhibit 2 Standard Support and Maintenance Services—Standard Guidelines The purpose of this Exhibit 2 is to provide our clients with information on our standard coverage, the services which are included as part of the annual software support and maintenance services, a listing of call severities, an outline of our escalation procedures and other important details. Harris reserves the right to make modifications to this document as required;provided, however, Harris shall not reduce the scope of support provided hereunder without the prior consent of the Organization. 1 Description of Support Services 1.1 Support Request Flow vcs its, AWN WfUNC►Ip7Nu 1.2 Support Request Process In order to initiate the support process, the client is required to notify Harris Client Services of a support request by phoning support or by sending an email. In the future a Web Portal Ticketing Tool will be available. In either case the client will receive a case reference number for tracking the progress of the support request. • All client support requests must include at a minimum:organization name,contact person, software product and version, module and/or menu selection, nature of issue, detailed description of the question or issue and any other information believed to be pertinent. • A support analyst will record the request into the support tracking system. The client will receive a case number for issue tracking. • The request will be logged to a queue and the first available support analyst will be assigned to work the support request with the client. • While the support analyst investigates the issue, the client will be contacted for additional information, advised of issue status, and course of action for resolution. ■ Should the support request uncover a product defect,the issue will also be logged into the development tracking system.Now, along with the case number,the client will also receive a bug number. At this time,the support case will be placed in a deferred state. The case will reference the bug number. Issues escalated to development will be scheduled for resolution in a future software maintenance release. The resolution timeline is dependent on the nature and complexity of the defect. • Should the support request uncover new feature/functionality,the request will be logged into the development tracking system.Now, along with the case number,the client will also receive a change request number. At this time,the support case will be placed in a deferred state. The case will reference the change request number. Clients may be charged for new feature/functionality requests. • Contact the support department at your convenience for a status update on any and all support requests. 1.3 Standard Support Services and Activities The support services listed below are included as part of annual software support and maintenance: • 800 toll free telephone support • Email support call logging and notification • Technical troubleshooting and issue resolution ■ Periodic software maintenance updates that incorporate new product features/functionality • Periodic maintenance updates of the software that incorporate corrections of defects, fixes of minor bugs ■ Product release notes • Product manuals • Training guides • Installation documentation ■ Technical service bulletins • Peripheral device support;drivers,firmware • New software release notifications ■ State and/or Federal mandated changes(charges may apply) ■ Scheduled assistance for installations, upgrades and other special projects(charges may apply) ■ Design review for potential enhancements or custom modifications(charges may apply) ■ Limited training consultation(15 minute guideline) ■ Attendance at the annual customer conference(attendance fees apply) 1.4 Out of Scope Services and Activities ■ Extended training consultation ■ Setup of peripheral devices;printers, scanners,barcode readers, imagers,cash drawers ■ Custom software modifications - Source system interfaces - File imports and exports Bills/scanlines/barcodes Cashiering customizations Reversal of customizations ■ Data conversions/global modification to setup table data ■ Database maintenance,repairs and optimization ■ Database refreshes, backups,restores ■ Operating system installation/upgrades of servers/workstations a iNovah Public API consulting(billable service) ■ Custom report development(billable service) ■ Form creation or re-design(billable service) ■ On-site installation,upgrade or troubleshooting ■ Reconfiguration of hardware,fileservers, and virtual environments Hardware system upgrades ■ Third party software upgrades ■ Assistance with creation of backup scripts/backup recovery Assistance with database installation, configuration and updating Preventative maintenance monitoring or other services ■ Recommending or assisting with disaster recovery plans ■ Assistance with recovering data resulting from system crashes(charges may apply) 1.5 Third Party Support The purpose of this section is to provide our clients with information on the standard coverage and the services which are included in annual maintenance with regard to third party software support(if applicable). This section serves as a guideline for the support department but is superseded by any existing third party or other agreement. • 800 telephone support—first line phone support for troubleshooting(more complex issues will be escalated to the actual third party vendor of the product) ■ "On call"after hours support(scheduled assistance for installations,upgrades and other special projects—there may be charges depending on the scope of work) • Technical troubleshooting ■ Limited training questions(15 minute guideline) • Support provided for installed database issues(30 minute guideline) • Web Service installation and connection to database assistance • Updating system to support new versions of licensed applications 2 Severity Levels 2.1 Definitions In an effort to assign resources to incoming calls as effectively as possible, we have identified four types of call severities, 1,2, 3, and 4. A Severity 1,call is deemed as an Urgent Priority call, Severity 2 is classified as a High Priority, Severity 3 is Medium Priority, and Severity 4 is Low Priority. The criteria used to establish guidelines for these calls are as follows: Severity 1 The total unavailability of the production application,or a repeatable malfunction within the production application causing impact to business operation if not promptly restored. • System Down(Software Application) ■ Inability to process payments • Program errors without workarounds • Incorrect calculation errors impacting a majority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Severity 2 Reproducible issues that affect the functioning of components within the application,or data inconsistencies with no work around available. • Calculation errors Impacting a minority of records • Report calculation issues • Printer related issues(related to interfaces with our software and not the printer itself) ■ User Security/Permisslon issues ■ Workstation connectivity Issues(Workstation specific) Severity 3 Reproducible or intermittent Issues that affect the functioning of components within the application,or data inconsistencies. Workaround available. • Usability issues • Performance Issues not Impacting critical processes • Report formatting issues ■ Training questions,how to,or implementing new processes • Recommendations for enhancements on system changes Severity 4 Requests for information,assistance on application capabilities,and other requests that do not fit the criteria for Severity 1,Severity2,or Severity 3. • Questions about documentation • Requests for documentation or information ■ Questions about products ■ Aesthetic issues 3 Service Levels 3.1 Response Time Severity 1 1- 4 Business Hours Severity 2 1 -2 Business Days Severity 3 1 -5 Business Days Severity 4 1 - 10 Business Days ■ Response times are not applicable during office closure for published holidays, or natural disasters, and/or other exceptional unplanned events. * Harris does not guarantee case resolution during the response time,only acknowledgement of the support request. 4 Client Designated Support Contacts The client will assign two (2)named resources,a primary and a backup,to be client designated support contacts responsible for: 1. Assisting with the support relationship between Harris and the client 2. Initiating and managing the priority case handling process 3. Distributing proactive notifications to the client's end users(as applicable) 4. Ensuring appropriate follow up and feedback from the client's end user 5. Ensuring that a communication link is operational for remote troubleshooting purposes; direct internet, virtual private network(VPN),remote access server(RAS) 5 Contact Information and Support Hours 5.1 Contact Information Phone 800.963.5000 x2 Email clientservicesOmsteminnovators com 5.2 Support Hours Monday thru Friday Sam—8pm Eastern Time 5.3 Holiday Schedule Please note that support services will be closed on designated days as outlined below.An asterisk * next to the holiday indicates that the Harris office is closed,however, client support is available. New Year's Day Closed President's Day(Observed) Closed Memorial Day(Observed) Closed 4'of July(Observed) Closed Labor Day Closed Columbus Day * Closed Thanksgiving Day Closed Day after Thanksgiving * Closed Christmas Day(Observed) Closed Day after Christmas * Closed 6 Support Request Escalation 6.1 Process This escalation process was implemented to ensure that client issues are handled in an efficient and timely manner.If at any time you are not completely satisfied with the handling of the support request, escalate with the support department as follows: ■ Contact the analyst working the issue w Contact the Manager of Support ■ Contact the Vice President of Support • Contact the Executive Vice President of Harris committed to transparency in government,and will provide the fullest assistance possible to those seeking access to public records. Public Disclosure Requests shall be submitted in accordance with the City's Public Records Policy via the City of Kent Public Records Center. From: Mohamed, Ikhra <IMohamed@kentwa.gov> Sent:Tuesday, November 14, 2023 1:50 PM To: McCormick, Melissa <MMcCormick@kentwa.gov> Cc:Smith, Lynnette<LSmith@kentwa.gov>; Liberty, Brian <BLiberty@kentwa.gov> Subject: FW: iNovah Renewal Hi Melissa, Please the upload the attached to LF under IT18-118 - this is the correct original support & maintenance agreement 03/06/2018; please remove existing agreement. Thank you, Ikhra Mohamed, Contract Specialist Administration Division I Information Technology Dept. 220 Fourth Avenue South, Kent, WA 98032 Phone 253-856-4645 1 Fax 253-856-4700 imohamedCcbKentWA.gov CITY OF KENT,WASHINGTON KentWA.gov Facebook Twitter YouTube Instagram From: Schuck, Christina <CSchuck@kentwa.gov> Sent:Tuesday, November 14, 2023 1:08 PM To: Mohamed, Ikhra <1 Mohamed @kentwa.gov> Cc: Duckworth,Tara <TDuckworth@kentwa.gov>; Smith, Lynnette<LSmith@kentwa.eov>; Reyes-Selden,Tania <TRSelden@kentwa.gov> Subject: iNovah Renewal Hi Ikhra, I've reviewed the request for renewal and have a few questions and concerns. First, the contract packet itself includes the wrong original contract. It looks to me like the first page is the software and maintenance contract, then the software implementation agreement is inserted. Please see my notes in the attached PDF. This also looks to be incorrect in Laserfiche. I found the correct contract in my files, so you'll want to delete the software implementation contract and insert the correct original agreement. Second, can you please send me the breakdown of what has already been approved and where we are regarding signature authority? Council originally authorized $300K, so the Mayor will have authority to sign renewals up to $200K. I can't tell where we are. Once I have the updated contract packet and this breakdown, I can finish my review. Please let me know if you have questions. Thanks! Christina 2 Christina Schuck, Deputy City Attorney Civil Division I Office of the City Attorney 220 Fourth Avenue South, Kent, WA 98032 Desk: 253-856-5788 Cell: 206-532-3225 cschuckCcbKentWA.cLov CITY OF KENT,WASHINGTON KentWA.gov Facebook YouTube Instagram 3