Progressive Solutions-2006-31 EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT
I. INTRODUCTION.
Progressive Solutions®, a California corporation herein after referred to as "Licensor" and City of Grand Terrace, a
municipal corporation, herein after referred to as"Licensee"'agree to the following terms and conditions.
II. NATURE AND DURATION OF SUPPORT.
Licensor is in the business of providing software support services; Licensee desires to obtain software support
services for the Licensed software specified in section V. This Agreement provides for service only during normal
business hours (8am to 5pm PST) and shall expire at 5:00 PM Pacific Standard Time on June 30, 2007 unless
renewed as set forth below. Support outside of normal business hours is available for purchase. Licensees that
purchase after hours support will be provided with the appropriate contact information. Licensor reserves the right to
prorate the software support fee and provide more or less than one year of coverage so that subsequent Software
Maintenance Agreements expire on June 30t'. Unless written notice of termination has been,provided by Licensee to
Licensor no later than 30 days prior to expiration of this support services agreement, this Agreement shall
automatically renew each year thereafter for an additional year at the support"rate in effect at that time. In the event
Licensee drops coverage of any module/product and later requests to reinstate the same module/product, Licensee
agrees to pay all support fees for the lapsed period(s).
III. LICENSEE'S RIGHTS AND OBLIGATIONS
a) Training for users, managers and other personnel is essential for efficient operation of the Licensed software.
Licensee will designate one employee as a primary contact for each Licensed software application. The designee
must have been trained on the Licensed software. This primary support contact should be one who both uses the
system and is responsible for the results of the system. This person shall also provide the initial interface with
Licensor's support personnel, accept software updates and arrange for software update installation. Should training
services be required, they may be scheduled at the rates in effect at the time of service. Such training is neither
available nor appropriate via customer support lines. Licensee accepts'and understands that if software upgrades are
not installed within six (6) months from receipt or within six (6) months from the release date whichever is earlier,
Licensor will be under no obligation to continue any'Software Support'services.
b) Licensee agrees to implement software corrections that have been identified as necessary by Licensor and to
ensure that the requirements identified within the latest PSI Requirements are met. Failure to implement those
identified software corrections or to maintain the specified requirements shall relieve Licensor from any and all
'Software Support' responsibilities. In the event Licensee fails to implement identified software corrections, any
subsequent services will only be provided on an emergency time and materials basis. Unlike the business models of
other providers where products become obsolete, Licensor continually improves the software and offers upgrades
which are included with software.maintenance. It is highly recommended that staff receive additional training at least
every 5 years so staff may benefit from and be able to take full advantage of the accumulated new features.
c) Licensee will preserve the confidential nature of the Licensed software and related media and will not make
copies, including partial copies or updated versions thereof, except for internal reference, archive or backup purposes.
Licensee agrees to conscientiously ensure the existence of functional daily backups for at least,the last 10 business
days and shall not remove or disable any SQL agent or backup plan initiated by PSI without both notification to PSI
and at least monthly testing of any subsequently implemented alternate backup plan. If the backup plan is altered or
disabled without notification to PSI, and there is a resulting data loss, an additional charge may be incurred for
requested data recovery services.
d) Licensee agrees to provide Licensor with access to the licensed software and data for the sole purpose of
providing technical support. As a result, Licensee agrees (a) to maintain a working connection to the internet, (b) to
permit access through any router/firewall of at least one Licensor static IP address or to permit a Virtual Private
Network-VPN connection to Licensee's network and (c)to allow access to a technical support requestor's workstation
via Licensor's share desktop facility, Microsoft 's Netmeeting®, pcANYWHERE®or Citrix. In addition, Licensee agrees
that all designated workstations shall meet the following minimum requirements: Pentium 400mh'or faster processor,
Windows 98/ME/NT/2000/2003 or XP, and completed installation of (licensed software, Netmeeting®, PCAnywhere®,
Microsoft® Access® and/or Microsoft® SQL tools). In the event Licensor deems such remote access necessary,
Licensor shall request confirmation that required access (one;of the options listed above) is available. Upon receipt of
such confirmation, Licensor shall attempt remote access. If remote access is not functional' 'despite Licensee's
confirmation of functional remote access, Licensor shall provide remote access verification services free of charge for
one time during each annual agreement. Should Licensee require remote access verification services in excess of the
one free service, Licensee will request approval for payment prior to providing remote access verifcation. The remote
access verification fee compensates Licensor for assistance in setting up and verifying remote access operation. In
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EXHIBIT A SOFTWARE MAINTENANCE
the event remote access is not and will not be available in the course of Licensor's attempts to .provide 'Software
Support' services, Licensee understands that Licensor's ability to provide support will be severely limited. Should
Licensee desire emergency support, on-site support services are available at Licensor's current support rate- plus
expenses for each partial or full day required to provide'Software Support' services.
e) To eliminate any requirement for manual update of validation and/or zip plus four codes and to maximize
uptime of zip plus four validations&the Licensed software,the Licensed software must be configured for access to the
internet. Consequently users of the Licensed software may periodically obtain the latest zip plus four data and
validation codes.
f) Licensee understands, and acknowledges that network performance is solely the responsibility of Licensee.
Should any questions arise as to whether a performance issue is software or network related, Licensee agrees to
isolate the appropriate workstations and servers on .one hub or switch and to test the Licensed software in an
environment totally separate from any and all other network communications: Requests for performance
troubleshooting in which Licensor collects factual data and subsequently presents a determination that performance
issue(s) is/are network related will be billed at the rates in effect at the time of service.
g) Licensee assumes any and all responsibility and liability for 1) any modification to the Licensed software
and/or database structure not made by Licensor and 2) any modification'to the Licensee's data which is not made by
Licensor or the Licensed software. Licensee agrees to allow If, after providing corrective maintenance, Licensor
determines that an error condition is not a Licensed software error or that the error condition results from either
condition 1 or 2 above, Licensee agrees to pay Licensor for the reasonable services so provided at the rates in effect
at the time of service plus reasonable expenses.
Upon expiration pursuant to section II or demand by Licensor made pursuant to the default provisions of the
corresponding Software License Agreement, Licensee shall discontinue use of Licensor's database/structure, software
& related electronic forms. In addition, Licensee shall provide Licensor with written confirmation that previously
licensed components have been erased and copies are no longer on Licensee's computer or backup tapes. Licensee
agrees that failure to provide a 'Statement of Destruction' within 30 days from discontinuation of software use shall
result in a$1,000 charge for each subsequent 7 day period until such statement has been provided.
IV. LICENSOR'S RIGHTS AND OBLIGATIONS
(a) During the term of this agreement, Licensor shall provide Licensee with unlimited telephone support services
relating to,software fxes and the dissemination of workaround solutions. In addition, Licensor shall provide Licensee
with any updates and/or minor enhancements to Licensed software, data or data structures, which may become
available from Licensor without additional charge. Furthermore, in the course of Licensor providing Licensee with
support services, Licensor may install the above mentioned updates and minor enhancements to Licensed software,
data or data structures. For multi-user Licenses, Licensor will transmit one copy of the digital media (the Licensed
application) per release cycle to Licensee's designated representative. This person will distribute copies of the
Licensed software to those responsible for any additional Licensed computer systems.
(b) During the term of this agreement, Licensor shall provide Licensee with limited voice, facsimile, internet, and
mail communications as appropriate for training related support. Training support is defined as providing information
to current and prospective users of the Licensed software on operational or functional aspects defined in the current
user documentation. This support shall be provided to the person designated by Licensee (or an alternate in the
absence of the designated caller). The designee shall know the Licensed software, use the Licensed software and be
responsible for the results of their efforts. Training related support in excess of fifteen (15) minutes per call will be
billed at the rate in effect at the time of service. Prior to and as a condition of Licensor's right to bill for training
services, Licensor shall inform Licensee that the free training support is over and that any additional training will be
billable. Licensor reserves the right to limit the number and the duration of these,commun!cations.
(c) Nothing contained in this Agreement shall be construed to obligate Licensor to provide any services
whatsoever subsequent to the expiration of this Agreement or any subsequent renewals of this Agreement. Upon
expiration of this-Agreement, Licensee may purchase continued 'Software Support' services on an annual basis. The
price(s) specified in section V is (are)the current price(s)for'Software Support' services. Licensor reserves the right
to change the annual software support fee at any time. Licensor agrees to provide at least 30 days prior written
notification prior to implementation of any fee change. Any fee change shall not be effective until the first day of any
annual extension.
V. SUPPORT FEES AND PAYMENTS
Payment for'Software Support'services is due in advance. 'Software Support' services will not be provided until such
advance payment has been received.
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EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT
Licensed Software Annual Support Fee Prorated Fee
Ca$hierCentral Software License-1 Register $6,400 (for 5 systems)
CodeTrackTM" Software License-1 User License,
LicenseTrackT"" Software License -1 User License
PetTrackTM" Softward License-1 User License
WWWorkFlowTM Software License - 1 User License i
GL Interface to Eden
VI. GENERAL PROVISIONS
(a) The Licensed software is subject to design and operational changes to allow for the use of new technologies
and to correct known bugs as they are brought to the attention of the Licensor, either by the Licensor's own quality-
control mechanisms or by the Licensee.
(b) Licensee acknowledges that the Licensed software is of such complexity that it may have inherent defects and
agrees that as Licensor's sole liability for such inherent defects and as Licensee's sole remedy for such inherent
defects, Licensor will provide, during the term of this Agreement, all reasonable maintenance services to correct
documented programming or documentation errors reported by Licensee which Licensor's diagnosis indicates are
caused by a defect in an unaltered version of the delivered Licensed software.
(c) Licensee acknowledges that annual software maintenance is designed to ensure quality support for all users
of both Licensed software and forms designed, created and/or maintained by Licensor as part of the released
software Licensor utilizes Seagate's Crystal Report Writer" to create most reports and forms. To ensure maximum
flexibility, customers are provided with the option to design, create and maintain additional forms, mailings, and/or
reports. Licensor's annual software maintenance does not include the provision of technical support for user written
customized Crystal Reports". However, Licensor is pleased to offer support on a cost per incident basis
(d) All documentation, programming and/or modifications shall be delivered via remote telecommunications from
Licensor's place of business, to or through the Licensee's computer. Licensor shall not provide Licensee with
possession of any tangible personal property such as storage media. Licensee shall reimburse Licensor for any state
and or local requirements, which Licensor must meet or obtain to provide services under this Agreement (e.g
business licenses, additional insured statements, sales tax, etc.).
(e) This Agreement and any written modifications, amendments or addenda, executed pursuant to this Agreement
constitute the entire agreement between the parties and supersede all negotiations and other proposals, oral or
written, and all previous and current negotiations and other communications between the parties The obligations set
forth in this Agreement shall be construed in accordance with and governed by the laws of the State of California. This
Agreement may be signed in several counterparts, each of which shall be deemed an original.
M Any controversy or claim arising out of or relating to this Agreement or the breach thereof, may be settled by
arbitration, if agreeable to both parties in accordance with the rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof
(g) Any change or revision to the terms and conditions hereof shall be made by written amendment and shall be
executed by persons authorized to do so by the, respective parties.. No changes in specifications, requested or
suggested by either party, shall be made except by written agreement of both parties
VII. EXECUTION
Effective this f day of 2006
Licensor, Licensee:
Progressive Solutions® City of Grand Terrace
P O Box 783 22795 Barton Road
Brea CA 92822-0783 Grand Terrace CA 92313-5295
Authorized Representative Authoriz d Representative
(714) 671-1597
( IV -720 - 221�
Phone Number (Type or Print)
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