Loading...
HomeMy WebLinkAboutProgressive Solutions-2007-18 PROGRESSIVE SOLUTIONS' P 0 Box 783 Brea, California 92822-0783 (714)671-1597 Voice (714)255-9775 Fax Ms. Mari Montes Accounts Payable/Finance Dept City of Grand Terrace 22795 Barton Road Grand Terrace CA 92313-5295 July 12, 2007 Dear Ms. Montes, Thank you for your continued interest in Progressive Solutions®and for giving us the opportunity to serve you. Our staff will constantly strive to earn your continued confidence. Enclosed is a copy of the signed Software Maintenance Agreement(s). If we may be of any additional assistance or may answer any questions, please feel free to contact us at (714)671-1597. Sincerely, C namac:ce) Shawn Cobarrubias Enclosures RECEWED JUL 1 6 2007 COMMUNITY SERVICES Innovative Software—Tailored to Fit-Outstanding Service r PROGRESSIVESOLUTIONt EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT I. INTRODUCTION, functional daily backups for at least the last 10 business days Progressive Solutions.,, a California corporation herein after referred to not remove or disable any SQL agent or backupand shally as'Licensor and Cityof Grand Terrace,a municipal Plm th&fed by corporation, d Licensor bsequf bothtlynotificationimplemented to licenser and at plan.least monhey backup after o s. to as "Licensee' agree to the following terms and of anyis subsequently disabled bld alternate backup so If thetbe a conditions. resultingsn altereddata os ad without notification be Licensor,and there isa IL NATURE AND DURATION OF SUPPORT, loss, an additional charge may irrwrred for requested dale recovery services. Licensor is in the business of providing software support services(herein after referred to as"Software Support'). Software Support is(mended to d) Licensee agrees to provide Licensor with access to the licensed facilitate smooth 8 efficient ongoing operations of the Licensed software. software and data for the sole purpose of providing technical support As Licensee desires to obtain3otwere Support for the Licensed softwarea result Licensee agrees (1) to maintain a working connection to the specified In section V. This Agreement provides for service only during Internet, (2)to permit access through any routenfirewell of at least on normal business hours(gam to 5pm PST)and shag expire at 5:00 PM Licensor static IP address or to permit a Virtual Private Network-VPN connection to Licensee's network and(3)to allow access to a technical Pacific Standard Time on June 30, gaff unless renewed as eel font below. Support outside of normal business hours is available for support nequestor's workstation via Licensors share desktop facility, purchase, Requests for service for Mitch the Intended react is of Microseft''s agrees that roll°, i gnated oERE° or Cibix. In addition, negligible operational benefit are not available free of additional charge mamsee that all designated workstations shall meet at east the under this Software Maintenance Agreement. (i.e.Changing the name q requirements as specified In Exhibit S: (Requirements)at the a server(absent a hardware upgrade)welch odnsequenlly results in the time of the inftlel stalled. tatlpn in order to accommodate the software eleNverily the SQL databasesosoftware, the operating Initially installed Licensee fuller agrees to have completed need to rein system,the Licensed software and to update every dent machine which Installation of the licensed software,tauchthe Microsoft*SQL tools and othero run the Licensed software.) Licensees that purchase after hours support mutually agreed requirements such as: Netmeedrge, PCAnywhere',or other similar functionality, Mil be provided with the approprtate contact Information. Licensor y, In the event Licensor deems such remote reserves the right to prorate the software support fee and Provide more access necessary, Licensor shall request confirmation that requiredthat subsequent Software access (one of the options listed above) is available. Upon receipt of or less Inen one year of coverage so Maintenance Agreements expire on Juno 30 . Unless written notice ofsuch confirmation, Licensor shall attempt remote access. If remote termination has been provided by Licensee to Licensor no later than 30 access is not functional despite Licensee's confirmation of functional bear thereafter f days prior to expiration of this Software Maintenance Agreement, this remote execs. Licensor shall du remote access verification Agrautomaticallyautomaticallyr new each year an services free of charge for to time during each annual agreement Shall automatically additional year at the support rate in effect at that time. Failure of Should Licensee require remote access verification services in excess of Licensee to tender payment prior to the elpiraton date or to obtain an the one free service,Licensee will request approval for payment prior to extension to tender payment may result In loss of the rights to obtain providing mote access verification. The remote access verification fee software support and to utilize the software. compensates Licensor for assistance In setting up and verifying remote alit LICENSEE'S RIGHTS,OBLIGATIONS 8 REPRESENTATIONS avvailableepIn°the course ofon. In the fLLiccenssnt ors attemptsslato pt rovide will not e a) Training for users, managers and other personnel Is essential for Support,Licensee understands that Licensor bil too provide r vi Software the operationefficient n the number of celled oftware Licensee coda designate no will be severely limited. Should Licensee desire emergency support,on- more specified In section V and authorize site support services are available at Licensor's current support rate pus such designee(s) to serve as a point of contact for each licensed expenses for each partial or ell day required to provide Software sotware application. Each designee must have been trained on the Support. Licensed software. Each support contact should also be one who both e) To minimize Licensee costs, to eliminate any requirement for uses the es system s and is responsible for the results of the system. Any of manual update of valdatlon ardor zip plus four(4)codes,to allow for maythe provide the Initial Interface with Licensors support other on line validations(such as contractors license,sales tax it, personnel. accept software updates and arrange forod software updatee pet microchip owner information retrieval, etc.) and to maemize uptime� installation, Should trainingservices be of zip plus foe (4) 8 Licensed software validations, the Licensed scheduled at the rates in at customere time of service. Such training is software should optimally be configured for Internet access to the neither available nor appropriatesupport lines. Licensee accepts and understands that if software upgrades are not installed Licensor designated eridi eddresai Consequently users of the within six (6) months from receipt or within six (8) months from the and aed software s. periodically obtainnfig the latest.tozip plus four(4)data release date whichever Is earlier,Licensor will be under no obligation to and four (4)n ones. Absent. Licenseethis ustfati obtain automated f zip continue any Software Support pee functionality. must purchase a zip plus four(4) data subsalptionsevery and designate staff to install such zip plus four (4) b) Software corrections are defined as: Licensor software updates as updates every two(2)months. Failure to promptly update zip plus four well as specified operating system have Licenses agrees to (4) data will cause disruption of the zip plus four (4) functionally. Implement software corrections that have been dented as necessary Furthermore absent Internet access, any other possible automated by Licensor and to ensure that the requirements Identified in Exhibit B: validations ere reduced to manual processes. (Requirements) are met by all machines dtnded to execute the f) Licensee understands and acknowledges that network performance Licensed software. Failure to Implement those Identified software is solely the respons@kiy of Licensee. Should any questions arise as to corrections or to maintain the specified requirements shall relieve whether a performance issue is software or network related, Licensee License from any and all Software Support responsibilities relating to agrees to direct staff, a Licensee retained consultant or Licensor (at any Licensee reported issue(s)that the Licensor corretiw(s)was/were g offered to address. In the event Licensee fails to implement Identified Licensee's cost) to avelcete nee t.ork Sniffer r performance. Such software corrections, any subsequent services relating to the Licensee network evaluation shall utilize "Network S i ens a grequivalentr toolse to reported issue(s) will only be provided on an emergency time and facilitate generation otgecn ne results. Licensee agrees to evaluation workt k materials basis. Unlike the business models of other providers where plan, Late s u recommendationso transmit in the network of such products become obsolete, Licensor continually Improves the software Pen. Licensee furtherw agrees of banmlt the of results such work to after and offers upgrades which are included Mth software maintenance. ft is Licensor for onre of and to withhold recommendations. mnendaltn suchgits results Licensor nsor highly recommended that staff receive additional trainingat least every5 implementation tr aft Licensor (such such an speeds.and Requests of nicensor years and attend Users Group functions„so staff maberneM from and for es)per innwhi bLce sor receives (es prior or speed orisoio tonedten be able to take MI advantage of to accumulated new features. fact al wand usage respi wtauthnrihatipnfwiled c) To the extent permitted under the Public Records factual and network relatelyd presents a determination that performance Aar,Licensee will issue(s) is/are sill be billed at Na rates in effect at the preserve the not nature of the licensed software and related time of service. media and will not make copies, lydudife panel copies or updated versions thereo except for Internal reference, archive or backup g) Licensee assumes any and aw responsibility and liability for 1)any purposes. Licensee agrees to conscientiously ensure the existence of modificationadeby to the ucen4N software and/or database structureon not made by Licensor 0.e.changes to Crystal reports,additions or deletions AGSOFTMT(3.1) Page 1 of 3 • • r PROGRESSIVE SOLUTIONS® EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT of data base table,fields,etc.)and 2)any modification to the Licensee's the user documentation (on-line or hard-copy) delivered with the data which is not made by Licensor or the Licensed software. Licensee Licensed Software and Much materially affects the use. function or agrees to allow If, after providing corrective maintenance. Licensor performance of the Licensed Software. When errors are confirmed, determines that an error condition is not a Licensed software error or that Licensor will use commerdally reasonable efforts to correct such errors the error condition results from either condition 1 or 2 above, Licensee and provide Licensee with a correction or service pack for the Licensed agrees to pay Licensor for the reasonable services so provided at the Software as soon as It Is practical in Licensors sole discretion. rates In effect at the time of service pus reasonable expenses. c) Assignment of Priorities for Support Upon expiration pursuant to section II or demand by Licensor made incidents are assigned one of the following r Issues: New support pursuant to the default provisions of the corresponding Software License its respective standard completion target: priority levels,each with Agreement, Licensee shall discontinue use of Licensors call Priority Deacd database/structure, software & related electronic foams. In addition, neon steward Licensee Shag provide Licensor with written confirmation that previously common Iltenaed components have been erased see copies are no longer on A -System Fatal Inuit that result hi Licensee's Within 12 hours Licensee's computer or backup tepee. Licensee agrees that failure to lots®er a fu III Maul pisThesr pravitle a'Statemam of Destruction'witun 30 days from dsgoaemratlon function* (Le. dose patei d of software use shaft remit in a$1,000 charge for each subsequent 7 mrsping) Siy sure at baling and day period until such statement has been provided. weeping) Mat have reeeomaewoaamum. IV. LICENSOR'3 RIGHTS,OBLRSAli0fa3&REPRESENTATIONS B-Urgent Sawn issues significantly Impacting Within 24 hours a) Support Services: During the term of this Agreement Licensoruse a Licensed software Out do not shall make available to Licensee without adova) n additional charge any updates aroem mre ruulfl led (defined arycla minor enhancements to Licensed software, data Normal AN otherre, data or data r Wing fulfill exc. structures,which Licensor releases. In addition,Licensor shall provide Issues, except those VyMin de hours Licensee with unlimited support services (via telephone, facsimile, dawdled aDgow) remote Internet connedlon, email and/or mall communications) for D—Low issue that an not lime-sensitive or None ongoing problem resolution to assist the person(s) designated by may be undertaken as Licensee Licensee(or an alternate In the absence oftle designated caller). It may semis ineadves outside me scope lodude but is not limited to requests for service atl:agreement Installation, echnMng operation. updates, administration 8 general technical shall know Licthe incid may request a ranldng of cdil ageey when re reporting requested by Lie, us the e Licensed The re andneeresons le for the the incident. Should there be any er9aspect over the priorityg mastss ftheisoreeffore�Inn no event sshery�num number of designatedd be be carers assigned to a pp rt sr i cL or any otheresi aspect re its enlauve by on any given day exceed the nurrter of Callen a callers encouraged Licensors support staff, Licensees O representative epress rePresemenw to this Agreement. SuchSpecified In Lance V withof anceureeetl orderto speak a to the ceptabl reolusente In seng with support ash sses n ma be oca n es issuetioIn to arrive necessary,a epl a se o altlthe. u cases where fe ism5 lminu beio preveetl au1M assistance may he provided in Sso Iv.dean ay hav contact the Support Services fifteen(15)minutes or less: Supervisor with any concerns you may have. 1. Training(especially of untanned personeg,assistance with report d) Excluded Services: Without limitation, the following services are customization and searching of data within the Licensed software, excluded from Software Support: and 1. Those required to remedy problems that stem from changes to or 2. Assistance to Isolate the source of problems and/or to troubleshoot defects in system configuration upon which the Licensed Software difficulties resulting from sources other than Licensors was Initially installed; products or services,such as: 2. Those required to remedy problems which do not stem from any Remote Access configuration&setup defect in the Licensed Software Personal Computer setup,configuration&opdmhatlon 3. Those required to remedy issues resulting from untrained or Basic Microsoft Infindoveri functionality inadequately trained staff. Personal Computer hardware troubleshooting 4. Those required remedying problems caused by improper use of the General network support 0.e.network access,printing,backup software. &restores) 5. Full report customization service Network operating system configuration&functionality B. Any&all hardware support maintenance or troubleshooting issues, Data corruption due to lack of disk space or backup failure; except as desulbed in section IV(a) regardless of the source of and such hardware. Loss of supervisor or other password (e) Limited Warranty of Service: Licensor warrants that all seMces But expressly excludes any services or assistance relating to database provided hereunder will be performed In full conformity with this Software issues,unless purchased via an addendum to this agreement. limited Maintenance Agreement,with the skill&care which would be exercised Assistance'in excess of fifteen(15)minutes per cap will be billed at the by those who perform similar services at the time the services are rate in effect at the time of service. Prior to and as a condition of performed, and in accordance with accepted industry practice. In the Licensors right to bill for such limited Assistance;Licensor shall inform event of a breath of the express warranties contained herein and/or in Licensee that the free support is over and that any additional support wryl the event of non performance and/or failure of Licensor to perform the be billable. Licensor reserves the rights to:A)lout the number and the services in accordance with the Agreement Licensor Mil, at no cost to duration of these communications and B)periodically transmit surveys to Licensee, re-perform or perform the services so that the services Licensee for evaluation of the software,support and other services. conform to the warranties, b) Maintenance Services: Upon receipt of notification from (n Nothing contained in this Agreement shall be construed to obligate Licensee's designated support representauve(s)of an apparent error in Licensor to provide any services whatsoever subsequent to the any supported release of the Licensed software, Licensor will use expiration of this Agreement or any subsequent renewals of this commercially reasonable efforts to promptly Investigate the issue and Agreement. Upon expiation of this Agreement,Licensee may purchase determine whether or not there is In fact an error and advise Licensee continued Software Support on an annual basis. The price(s)specified that either an error does not exist or confirm that one does exist and what In section V is(are)the atrem prce(s)for Software Support. Ucensor If any work-around mists. Errors will be deemed to be any design or reserves the right to change the annual software support fee at any time. programming error In the Licensed software with prevents the Licensed software from substantially campyng with the functionally as set out In AGSOFTMT(3.1) Page 2 of 3 PROGRESSIVE SOLUTIONS" EXHIBIT A SOFTWARE i.: MAINTENANCE AGREEMENT • V. SUPPORT FEES AND PAYMENTS parley for for'Soflwere supper sending is de In advance. 'Software Support' senbes will not be provided until such advance payment has been atecveduntil the licensor agrees ha mprovide a„lla east 30 days prim ' en notification prior to In emntauan of any fee the mange e. My tee shell not be Licensed 30ftwata Designated Callan Mntl Support Fee Prorated Fee CaahttCamnl-1 Mahler Omni* Laity Ronnow $1230.00 CodeTrmr-3 User Untie Barrie Owens $3,210.00 Llcens•Trckh`-lone License Pat Wnsford $2,15250 PetTnd"-1 User License Med Nona* $2,0a0.00 WorkFlow'v-1 User License , :W W OL Ethan to Ed SR' VL GENERAL PROVISIONS Of Suspension of (a) The Licensed sonnet b 'object to amigo end operational pedonnance or observance of Obligations. I/Misr party need under. n the changes to sew for to W6ffatbdlso4n and to correct Moan .demon ttadOtt. erydmtagettnslnon-r.mnm bop as dry are brugt b to stator of the Licensor,either by the prey, e non-defaulting &remade,minds sutospend the mea performance & License Wan dtMPoon*a mea,NlpRn or by to flame*. o nc of am cc 0 its wtv my ierIN mt,wa m) Licensee �mdvbtgm a t the Licensed software b of such daftly,unlit the chef obligations wrier Agreement,temecti without c complexly that It may hive 'roarer* defects and Davis default b remedied,hut this paymentsn shall t. Ucensoes sale may to such k*MrMa defects am as Licensee's sob Bemire MaItemrvs erSo ter o sumerdSenores ts atlas b make tar remedy for such M oven dad.,licensor ma provide,citric to tern (D This Apnemert and any mitten medications. amendments or (e ng ahh this antrt .ens t.ble le dad. m a addenda.executedwwn w to this Agreement co [time the enure / agreement between the pules and supeeede as an d I)to cane decimetre/ piOPtm a nle tloaatrktb nu n un other proposals, oral or m %Nten, and al previous cneem 'sported by Licenses end 2)Mae of the Licensed=Ruts to meet negotiation and other wnvYcamn between the pries pertaining Se epeclacetions MtnMbd m tic eMNwYp.GatertaNsn p'svtad to the subject matte herein. The obagMtcm set forth In this hen seen nesse of the wane. AperneN shad be construed In accordance with and gemmed by the (C) Lim me actoia*dpss mad annual mNAte nalMnsna s laws of the slab in"Mgt to software N*atn,.Cepdg Lochner$ software and to quality 'MOM for a0 users t both ucned when the boa OfCV TN Y. apply. This Agreement may be signed daslpns0,peed as namtelbtl by LAato his"van ourgehPns,each of Mirth shad be tend an ohdgmalh as pet t to released[dealt. Limper rn Saagab's Crystal (g) My oortmyay or dam arising out of or re4B to this Report Wdtt'to creels most repots and font. To awn minimum Agreement or to deadl tared, may be sifted by arbitration, If sS Mkt •a.nt customers m th optlonttagn.aMbeM agreeable to both Parteameaodana with to Met tme Marten scam* maintenance does Suds me provision t techni reports. Lkensods calMarren(*)'Aasolaeentered n,and judgment spat to ward rendered by the may be i arm any ohm having]wStt heed, auppat Mr Hos r. is m) My by mitten en $mindetire) a to Zd sa ftb oeMamn b col ants (d) AAd docmeadbfb patppMna Wwer modtantonab. et mede w todo by the respective am wiles.N chh n *son t' de Ae foie o poPammCg ego l Uoer.ns ems a, tWadeatl b eq es by eft pries. No all M e kl: dmvaed to remoteu bbcenanaeW$ am llnre se tam O requestedagreement a suggestedth Pardee- protege by Near Deny.anon be mine ¢' poMss c a hough to lit-'ci y t ngb. Licenser SS CM except Mwdltan egrmmem of both o-i•.. s Licensee media. . scene n M tangible personal property Stet as trroca med*L Lbalwhi Uc nrer at meet for nwry state and erledr under rss.Agree ant (antbgnesse tens, provide services tmMr es, Agreement , bigness tenses, eadanel insured statements,mid tsx.sec.). W. EXECUTOR �A- Effective this 1.3L day of Licenser License*: PROGRESSIVE SOLUTIONS* CITY OF GRAND TERRACE };.. P O BOX 783 BREA CA 92a22-0783 0 AND TEfiRAC BARTON RE CAA 9231a-529s s. iAtithonted . G 4 . , Authceiz/ .e(eiwHnN (y16)tlJi-1 uke.stry R,QNN ONE f Alaraj(£ (T(scmi`t. PI Phone Ntntr(Type or Put) f' 'e AGSOFTMT(3.1) Page 3 of 3 Y!, • PROGRESSIVESOLU77ONS® EXHIBITC HARDWARE MAINTENANCE AGREEMENT L INTRODUCTION. _ condition is a result of CAM abuse or mistreatment.dent agrees b pay as"Consultant Cit Caton execration Wein of Gard Tartars.•mead*corpora9on, service pus expenses. w provided rtthe releeMeffect at Me here of pi.'. n a,Wv.S and Steed to Consultant for the*Moos Metl au ran* b as 'Curd' I cedrdhn. votes to the iotpnVd *ma and (IV.a) Consultant WITS AND OBLIGATIONS y f R NATURE MID DURATpN OP SUPPORT. rid no later ten wee of Die next dnkgss to respond n soon as reasonably possible Inithe CrnMant a In to bM.n of pmMS Mmera support services and DnbN cal for repels or replacement of tec h fonoWingardware at C fig desires stoo v. Cella *Wortded n§ur the hwesre ConsaMs option. In to case a reps.Mitch repute oftslm repair. smesa b nomad sect* V. bees rah Agreement re ConOrs9 we excaogedefecBw fleas wee loaner devices w,t such in hmdut 1, mad badness lbws I*Agreement cows the peiud the n to deed*antes are repaired. Upon repair. PSI MII make t%.. comport,*arrangements to exchange the recanted mmrxhem MM the loaned Ft CuENT'S MONTS AND ORLIGATAONS (D) Dorkp to Ann of this reside d teetha awing to ter•n of eta Hargrate Support Agreement D fld smdd Owe upped b Rai aaraan ontraed by Clem Consultant alernaate m me onpnm me employee a one veto know Met Is apeOM foe to *Ran end b able b rMrhcerla cothad ed at m ... demonstrate any problem (G Narrp arbred b tut Agreement ahrl be construed to j b) Chrt eras b men* abuses supped ix atl *Oath CAM b pmb!My se ilen Metepever outside paclmee SoluWns.systems,Mich',muted to Wr41gMN41urNdTedero. continued� homet ardware exp rr on he Pei e) diem assumes b section V a *Wert m n rrfor DON The damage tc the nghat**,(corrective any W n . keaea equipment. (re)thearrM Prkwtsl for hardware support sl specified ft net provekq corrective niklnrper PSI samosa that the V. SUPPORT PEES MO4PAYMENTS Paymne ent orpm costa ss ry e bead m e In Winn* Ra nere support seek*sure not be provided Wig arch advents Parma has Been recewed. st the length of time tat peppered**Me*his been le service the observed failure rates of specific eatherment and re m. the required reaper*One. Comae*reserves to right to flange the areal hardware support fee at any the without prior Li Supported Hardware Bevil Number Support Fee 3 drawers j 1 printer2307.50 (Next deysuaarq VI. GENERAL PROVISIONS (a) Cleat adn4edpes Mt the IWdays I al such arnpAm*y obtgefbos sr forth ItMAAWaament alma be construed b accordance i:' Chet may have Yemeni defects and ayISSEWas Consultant h sob with and governed by tea Mn of me $Ale of Camms This labWly an as ChM a toga remedy.Cahilol ell pniderdafd to ApnMant may be aimed In several coentensarts,each of whth shall tern of 1N Apeeem.et rusonabla neithInenCe sevs*asbccrmG be downed an original moth reputed by Client for are babe aid to*ten Hebebte (d) Any aatroeny or claim added our of or relrbg to this hereunder to provide the beNme4' daMrnSd In the added Apemen orOW Own terem,ahai be seder by embation of Me manual anti reek',Crsrdrt.degyieq harm are tamed by a Mdbh or enter Prig it accordance Meh to ribs of the American defect In fee deMemd MVOs r fonder r waMedNn Mprehn Assoc**,and judgment upon to award rendered by the lb) Clara Mal relmmnn tbarmultent for n IAab end or teal ardbakrta)may be entered In any awl.Mang fMudMbn tereot regairoments, *WO Cov,seu Mal Web to prosam sent*her (a) My dirge or rMNm to the t nts and conditions hereof shah als)Apeement(e.g busses brava rME9rW rates statements. be made by swten anwnbwnl and Mae be emaaea by persons aahaNed to do so by to respective pees. No changes in (C) This Aperneaf a danyAddenda assorted partner tMb meettartient requested or suggested by ether party.then be made consan,to enea agetainant balanettarmpeMaaMrdano.all except by written agreement of both parses. regMhtlmsnd otherpwosa wYmxMm,en°e°WOW bva aid cornet moodeaons and cater rmM lent*Mem the pones tarpto the subject trearheaunev. The y/(��1����_//J./ Yee. EXdh the / / G' 6' Eledhe the f a day of .2007 PROGRESSNE SOLUTIONS' CITY OF GRAND TERRACE P 0 BOX 783 22795 BARTON ROAD BREA CA�/93822.0783 GRAND TERRACE.CA92313-5295 Prumoriied Reranmrhe AOh^ a LfR/W f1NArPW/FffrA,Qc6 C'l/t'.'ECi'-D< (714)671-1597 in (7v4/ Ydo- 22/a Phone Number(Type or Piem9 AGCASHHW(1.1) Pi-0 kd# ire, AP Tom, om ,,ms.Olflti*.,.,.. 'ewe c e r b, :;A, 'VA, i to PROGRESSIVE SOLUTIONS® P 0 Box 783 Brea.California 92822-0783 P14)6 11-15 9 1 I'nice (714)255-9775 Fax www.progrecsitnolutions. onn Ms. Mari Montes, Accounts Payable/Finance Dept City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313-5295 June 16, 2010 Dear Ms. Montes, This is a courtesy notice to inform you that we have yet to receive payment or paperwork from the City of Grand Terrace for renewal of PSI support services. Your support agreement will expire on June 30th. To ensure continuation of service, receipt of a signed agreement entitles you to a 30-day payment grace period. Please SIGN & RETURN attached Software Maintenance Agreement ASAP! Please let us know if the primary contact at your city has changed since last year. As we are always reviewing our records to keep current information about our clients, it is very helpful when you can let us know of changes within your organization. Progressive Solutions®looks forward to another year of mutual success. Please call our office at 714/671-1597, if we may address any questions or concerns. Thank you, Skaank. &d t Shawn Cobarrubias inmmatire Software—Tailored to Fit-Outstanding Service Progressive Solutions Inc. Invoice PO BOX 0783 DATE INVOICE# BREA, CA 92822-0783 714/671-1597 5/14/2010 36086 BILL TO City of Grand Terrace Accounts Payable/Finance Dept Attn: Maria Montes 22795 Barton Road Grand Terrace,CA 92313 P.O. NO. TERMS PROJECT Net 30 QUANTITY DESCRIPTION RATE AMOUNT LicenseTrack Software Maintenance-1 user License(July 1,2010-June 30,2011) 2,327.93 2,327.93 CaShierCentral Software Maintenance-I Register(July 1,2010-June 30,2011) 1,330.25 1,330.25 CM Track Software Maintenance-3 user License(July 1,2010-lune 30,2011) 3,547.32 3,547.32 PetTrack Software Maintenance-I user License(July I,2010-June 30,2011) 2,217.08 2,217.08 Hardware Maintenance(I validator/printer&3 cash drawers) 332.56 332.56T Hardware Maintenance for above item(July 1,2010-June 30,2011)per 0.00 0.00 Comprehensive Hardware Maintenance Agreement The hardware maintenance terms for above purchased maintenance are available 0.00 0.00 at:http://www.progressivesolutions.com/company/WebHardwareMaintenance.pdf GL Interface to Eden Maintenance(July 1,2010-June 30,2011) 309.00 309.00 0 Optional:Refundable'Single Discounted Registration to November Training 245.00 0.00 Conference CA Sales Tax 8.750% 8.75% 29.10 We appreciate your business. Total $10,093.24 PROGRESSIVE SOLUTIONS' EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT I. INTRODUCTION. c) To the extent permitted under the Public Records Act,licensee will Progressive Solutions , a California corporation herein after hek.m.A to preserve the confidential nature of the Licensed software and related as"Licensor and City of Grand Terrace,a municipal corporation,herein media and will not make copies, including partial copies or updated after referred to as "Licensee' agree to the following terms and versions thereof, except for internal reference, archive or backup conditions. purposes. Licensee agrees to conscientiously ensure the eustence of II. NATURE AND DURATION OF SUPPORT. functional daily backups for at least the last 10 business days and shall not remove or disable any SOL agent or backup plan initiated by Licensor is in the business of providing software maintenance services Licensor without both notification to Licensor and at least monthly testing (herein after referred to as Software Maintenance"). Software of any subsequently implemented alternate backup plan. If the backup Maintenance is intended to facilitate smooth & efficient ongoing plan Is altered or disabled without notification to Licensor,and there is a operations of the Licensed software. Licensee desires to obtain resulting data loss, an additional charge may be incurred for requested Software Maintenance for the Licensed software specified in section V. data recovery services. This Agreement provides for services to be perianhed in Orange Count', d) Licensee agrees to provide Licensor with access to the licensed California, only during normal business hours (8am to 5pm PST) and software and data for the sole purpose of providing technical support. shall expire et 5:00 PM Pacific Standard Time on June 30,2011 unless As a result Licensee agrees(I)to maintain a working connection to the renewed as set forth below. Support outside of normal business hours Internet, (2)to permit access through any router/firewall or to permit a is available for purchase. Requests for service for which the intended Virtual Private Network-VPN connection to Licensee's network and(3)to result is of negligible operational benefit are not available free of allow access to a technical support requestors workstation via additional charge under Otis Software Maintenance Agreement (i.e. Ucensors share desktop facility, Microsots Nebneeting, Changing the name of a server (absent a hardware upgrade) which pcANYWHERE° or CINx. In addition, Licensee agrees that all consequently results in the need to reinstalgverify the SOL data base designated workstations shall meet at least the minimum requirements software, the operating system, the Licensed software and to update as specified in Exhibit B: (Requirements) at the lime of the initial every client machine which ran the Licensed software.) Licensees that purchase after hours support will be provided with the appropriate amplementetlon in order to accommodate the software version initially contact information. Licensor reserves the right to prorate the software installed. Licensee further agrees to have completed inasllallytioe of thinformation.maintenance fee and provide mom or less than one year of coverage so licensed software,the Microsoft SOS tools end other mutuallyy agreed that subsequent Software Maintenance Agreements vpks on June 30w. requirements such as: Netmeeting PCAnwmere or other similar Unless written notice of termination has been provided by Licensee to functionality. In the event Licensor deems such remote access Licensor no later than 30 days prior to expiration of this Software necessary,Licensor shell requestconfirmationOut required access(one Maintenance Agreement,this Agreement shall automatically reneweach of the options listed above) is available. Upon receipt of such year thereafter for an additional year at the Maintenance rate in effect at confirmation,Licenser shall attempt remote access. If remote access is conthat time. Failure of Licensee to tender payment prior to the above not functional despite Licensee's tea ss vn of functional remoteexpiration date or to obtain an extension from Licensor may result in the access. Licensor shall provide remote access overification services free assessment of a 15%penally and/or loss of rights such as: 1)to obtain require charge for one time during each servialces sa excesscs Should Licensee Software Maintenance and/or 2)to utilize the software. remote access verification aervicev in of the one free service,Licensor will request approval to invoice for such services at the Ill. LICENSEES RIGHTS,OBLIGATORS&REPRESENTATIONS rate in effect at the time of service prior to providing such remote access a) Training for users, managers and other personnel is essential for verification. In the event remote access is not and will not be available efficient operation of the Licensed software. Licensee will designate no in the course of Licensors attempt(s)to provide Software Maintenance, more than the number of callers specified in section V and authorize Licensee understands that Licensors shifty to provide support will be such designee(s) to serve as a point of contact for each Licensed severely limited and an additional service surcharge may be applied to software application. Each designee must have been trained on the the Software Maintenance Agreement to account for the additional costs Licensed software by Licensor. Each support contact should also be incurred to provide such additional support. Should licensee desire one who both uses the system and is responsible for the results of the emergency support, on-site support services am available at Licensors system. Any of these contacts may provide the initial interface with current support rate plus expenses for each partial or full day required to Licensors support personnel, accept software updates and arrange for provide Software Maintenance. software update installation. Should training services be required,they e) To minimize Licensee costs, to eliminate any requirement for may be scheduled at the rates in effect at the time of service. Such manual update of validation and/or zip plus four(4)codes,to allow for training is neither available nor appropriate via customer support lines. other on lire validations(such as contactors license, sales tax permit. Licensee accepts and understands that if software upgrades am not pet microchip owner information retrieval,etc)and to maximize uptime installed within six(6)months from receipt or within six(6)months from of zip plus four (4) & Licensed software validations, the Licensed the release date whichever is earlier,Licensor will be under no obligation software should optimally be configured for internal access to the to continue any Software Maintenance. Ucensor designated Internet address. Consequently users of the 0) Software corrections are defined as: Licensor software updates as Licensed software may periodically obtain the latest zip plus four (4) well as specified operating system patches. Licensee agrees to data and validation codes. Absent this configuration, to obtain implement software corrections that have been Identified as necessary automated zip plus four(4)functionality,Licensee must purchase a zip by Licensor and to ensure that the requirements identified In Exhibit B: plus four(4)data subscription and designate staff to install such zip plus (Requirements) are met by all machines intended to execute the four(4)updates every two(2) months. Failure to promptly update zip Licensed software. Failure to implement those identified software plus four (4) data will cause disruption of the zip plus four (4) corrections or to maintain the specified requirements shall relieve functionality. Furthermore absent Internet access, any other possible Licensor from any and all Software Maintenance responsibilities relating automated validations are reduced to manual processes. to any Licensee reported issue(s) that the Licensor correction(s) f) Network Performance: Licensee understands and acknowledges washvere offered to address. In the event Licensee fails to implement that network performance is solely the responsibility of Licensee. identified software corrections, any subsequent services relating to the Should any questions arise as to whether a performance issue Licensee reported issue(s)will only be provided on an emergency time software or network related,Licensee agrees to direct staff, a Licensee and materials basis. Unlike the business models of other providers retained consultant or Licensor (at Licensee's cost) to evaluate where products become obsolete. Licensor continually improves the network/software performance. Such network evaluation shall utilize software and offers upgrades which are included with software Network Sniffer or equivalent tools to facilitate generation of maintenance. It is highly recommended that staff receive additional quantitative results. Licensee agrees to request & incorporate training at least every 3 years and regularly attend User Conference Licensor's recommendations in the network evaluation wok plan. functions,so staff may benefit from and be able to take full advantage of Licensee further agrees to transmit the results of such work to Licensor the accumulated new features. Licensee representatives who insist on for review and to withhold publication of such results until after obtaining training via telephone support may result in Licensor passing implementation of all Licensor recommendations. Requests of on such training costs along via an additional increase in the Software Licensor for performance troubleshooting(such as speed and network Maintenance Agreement. connection issues)in which LIcensor receives prior written authorization to collect factual data and subsequently presents a determination that AGSOFTMT(3.5) Page 1 of 4 PROGRESSIVE SOLUTIONS"' EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT performance issue(s)is/are network related will be billed at the rates in provided such assistance may be provided in fifteen (15) minutes or effect at the time of service. less: g) Licensee assumes any and all responsibility and liability for 1)any 1. Training(especially of untrained personnel), assistance with report modification to the Licensed software andlo database structure not customization and searching of data within the Licensed software, made by licensor(i.e.changes to Crystal reports,additions or deletions and of data base tables, fields. etc.) and 2) any modification to the 2. Assistance to isolate the source of problems and/or to troubleshoot Licensee's data which is not made by Licensor or the Licensed software. difficulties resulting from sources other than Licensors Licensee agrees to allow If, after providing corrective maintenance, provided products or services,such as: Licensor determines that an error condition is not a Licensed software Remote Access configuration&setup error or that the error condition results from either condition 1 or 2 above, Personal Computer setup,configuration&optimization Licensee agrees to pay licensor for the reasonable services so provided Basic Microsoft VWidows^r functionality at the rates in effect at the time of service plus reasonable expenses. Personal Computer&hardware troubleshooting h) Telephone Recording: Licensee acknowledges, agrees and General network support(i.e.network access,printing,backup consents on behalf of itself,and its Agents, that Licensor may monitor &restores) and record any customer service telephone conversation at any time, Network operating system configuration&functionality without addtional further notice to the parties of such conversations.The Data corruption due to lack of disk space or backup failure; decision to record any conversation shall be solely in Licensors and discretion.licensor shall have no liability for recording or failing to record Loss of supervisor or other password conversations or to further notify licensee&its Agents of any recording. But expressly excludes any services or assistance relating to database i) While Licensors software payment processing solutions are issues,unless purchased via an addendum to this agreement. limited designed according to our interpretation of CISP(Cardholder Information Assistance in excess of fifteen(15)minutes per call will be billed at the Security Program) & PCI (Payment Card Industry Data Security rate in effect at the time of service. Prior to and as a condition of Standard) guidelines, Licensee acknowledges they are aware of Licensors right to NI for such -Limited Assistance", Licensor shall published CISP/PCI requirements and accept ultimate responsibility far inform Licensee that the free support is over and that any additional compliance as required by Visa, MasterCard, etc. Licensor accepts support will be billable. Licensor reserves the rights to: A) limit the responsibility for facilitating such compliance by neither encouraging the number and the duration of these communications and B) periodically storage of credit card data via non secured methods nor knowingly transmit surveys to Licensee for evaluation of the software,support and configuring the system to retain such information. It is Licensee's other services. responsibility to assure that all other 3d party partners/vendors as well b) Maintenance Services: Upon receipt of notification from as their own internal operations staff facilitate compliance in their licensee's designated support representative(s)of an apparent error in specific areas of process control. any supported release of the Licensed software, Licensor will use Upon expiration pursuant to section II or 30 days from demand by commecialty reasonable efforts to promptly investigate the issue and Licensor made pursuant to the default provisions of the corresponding determine whether or not there is in fact an error and advise Licensee Software License Agreement, Licensee shall discontinue use of that either an error does not edst or confirm Nat one does edst and Licensors database/structure, software & related electronic forms. In what if any work-around mists. Errors will be deemed to be any design addition. Licensee shall provide Licensor with written confirmation that or programming error in the Licensed software which prevents the 1)all previously licensed components have been erased and copies no Licensed software from substantially complying with the functionality as longer reside on any computer system maintained or operated by: set out in the user documentation(on-line or hard-copy)delivered with Licensee, Licensee's staff members, or Licensee authorized 3i° party the Licensed Software and which materially affects the use.function or vendors 2) all backup tapes which contain a copy of licensors performance of the Licensed Software. When errors are confirmed, proprietary property shall be securely maintained with the same rare as licensor will use commercially reasonable efforts to correct such errors other confidential data and overwritten within 90 days from execution of and provide Licensee with a correction or service pack for the Licensed the transmitted PSI statement of destmcbon 3) no attempt shall be Software as soon as It is practical in Licensors sole discretion. made to restore Licensors proprietary property from backup tapes and c) Assignment of Priorities for Support Issues: New support 4)no breath of confidentiality relating to Licensors intellectual properly incidents are assigned one of the following four priority levels,each with has occurred. Licensee agrees to complete and transmit Licensors its respective standard completion target: 'Statement of Destruction'to Licensor within 3D days from expiration of cas pdceyy, pppprtpyo.. Stamford the licensed software unless an aitemative written agreement has been Completion executed. Failure to transmit such statement prior to the 30 day due A System Down Feel issues that curl in licensee's Wein 12 hours date shall result in a 51,000 charge for each subsequent 7 day period inability to fulfill critical business until such statement has been provided. Should any representation functions(i e.rem pertaining to pre provided via a transmitted 'Statement of Destruction' subsequently be a.wnuuliry such as bating and found not to be true,the weekly penalty provision shall apply as if the receipbg)a that have no reasonable statement had not been provided until the date subsequent proof has work-wound. been tendered which verifies that any misrepresentation (intentional or S-urgent Serious issues significantly impeding within 24 hours unintentional)has been rectified. use of Licensed software be do not peen core functions (defined IV. LICENSOR'S RIGHTS,OBLIGATIONS&REPRESENTATIONS above)from tarp fulfilled. a) Support Services: During the term of this Agreement, Licensor C-Noma All rifler issues. except rim Within 56 hews shall make available to Licensee without additional charge any updates dassifed as D(law) and/or minor enhancements to Licensed software, data or data D—Low rases wnn rriMmw impact on Norse structures,which Licensor releases. In addition, Licensor shall provide POereedv requiring incommensurate Licensee with unlimited supped services (via telephone. facsimile, sport effort (Wolk vas be remote interne connection, email and/or mail communications) for performed on a best efforts oaks ongoing problem resolution to assist the person(s) designated by when ndean with higher pnoiltles Licensee (or an alternate in the absence of the designated caller). It do not take Precedent*_)Issues that may include but is not limited to requests for service regarding operation are not time-sensitive or that enlace may be (including requests for assistance with workstation accessory hardware u^t rtak lives asthemes purchased from Licensor),installation,updates,administration&general initiativesoutsideme crape or Wes technical assistance requested by Licensee's designee(s). The eaeenree designee(s) shall know the Licensed software, use the Licensed Licensee may request a ranking of the call priority when initially reporting software and be responsible for the results of their efforts. In no event the incident Should there be any disagreement over the priority shall the number of designated callers on any given day exceed the assigned to a particular incident,or any other aspect of its handling by number of callers specified in section V of this Agreement. Such Licensors support staff, Licensee's designated representative Is support also includes "Limited Assistance"with the items listed below, encouraged to speak directly to the support representative dealing with AGSOFTMT(3.5) Page 2 of 4 PROGRESSIVE SOLUTIONS-,, EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT the issue in order to arnve at an acceptable solution. In cases where (e) Limited Warranty of Service: Licensor warrants that all escalation is desired or necessary,please contact the Support Services maintenance services provided hereunder will be performed in full Supervisor with any conceals you may have. conformity with this Software Maintenance Agreement, with the skill 8 d) Excluded Services: Without limitation,the following services are care which would be exercised by those who perform similar services at excluded from Software Support the time the sernces are performed, and in accordance with accepted 1. Those required to remedy problems Mat stem Worn changes to cc industry practice. In the event of a breach of the express wan-allies defects in system configuration upon which the Licensed Software contained herein and/or in the event of non performance and/or failure of was initially installed; Licensor to perform the services in accordance with the Agreement. 2. Those required to remedy problems which do not stem from any Licensor will,at no cost to Licensee,re-perform or perform the services defect in the Licensed Software so that the services conform to the warranties. 3. Those required to remedy issues resulting from untrained or (f) Nothing contained in this Agreement shall be construed to obligate inadequately trained staff. Licensor to provide any services whatsoever subsequent to the 4. Those required remedying problems caused by improper use of the expiration of this Agreement or any subsequent renewals of this software. Agreement. Upon expiration of this Agreement,Licensee may purchase 5. Full report customization service continued Software Maintenance on an annual basis. The price(s) 6. Any&all hardware support,maintenance or troubleshooting issues, specified in section V is (are) the current price(s) for Software except as described in section IV(a) regardless of the source of Maintenance. Licensor reserves the right to change the annual software such hardware. maintenance fee at any time. V. SUPPORT FEES AND PAYMENTS Payment for'Software Maintenance'services is due in advance.Software Maintenance'services will not be provided until such advance payment has been received. 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. Licensed Software Designated Caller(s) Annual Support Fee Prorated Fee CaihlerCentral-1 Register Lany Ronnow $1,390.26 CodeTrack'a-3 User License Barrie Owens 63,547.32 LlcenseTradc"-I User License Pat Lunsford $2,327.93 PatTrackm-1 User License Merl Moores $2,217.08 GL Interface to Eden $309.00 W. GENERAL PROVISIONS (q Notices: AR notices and other communications required or (a) The Licensed software is subject to design and operational permitted to be given or made pursuant to this Agreement shall be in changes to allow for the use of new technologies and to correct known writing and deemed delivered one (1) day after being sent by a bugs as they are brought to the attention of the Licensor,either by the nationally recognized overnight courier service or three(3)days after Licensors cum quality-control mechanisms or by the Licensee. being sent certified U.S. mall, return receipt requested, postage (b) Licensee acknowledges that the Licensed software is of such prepaid. All notices will be given to the party at the address indicated complexity that it may have inherent defects and agrees that as in this Agreement. Licensors sole liability for such inherent defects and as Licensee's (g) Suspension of Obligations: If either party should default in the sole remedy for such inherent defects,Licensor will provide,during the performance or observance of any of Its obligations hereunder,then in term of this Agreement,all reasonable software maintenance services addition to all other rights &remedies available to the non-defaulting (arising from an unaltered version of the delivered Licensed software) party, the non-defaulting party may suspend performance & to correct 1) documented programming or documentation errors observance of any or all its obligations under this Agreement,without reported by Licensee and 2)failure of the Licensed software to meet liability,unta the other padys default is remedied,but this section shag the specifications identified in the electronic documentation provided not permit Licensee to suspend its obligation to make payments for with each release of the software Software Maintenance and other Services. (c) Licensee acknowledges that annual software maintenance is (h) This Agreement and any written modifications, amendments or designed to ensure quality support for all users of both Licensed addenda. executed pursuant to this Agreement constitute the entire software and forms designed, created and/or maintained by Licensor agreement between the parties and supersede all negotiations and as part of the released software. Licensor utilizes Seagate's Crystal other proposals, oral or written, and all previous and cnoent Report Wdter to create most reports and forms. To ensure negotiations and other communications between the parties pertaining maximum flexibility. customers are provided with the option to design, to the subject matter herein. The obligations set forth in this create and maintain additional forms, mailings, and/or reports. Agreement shall be construed in accordance with and governed by the Licensors annual software maintenance does nn-t include the provision laws of the state In which the software is situated,excepting Louisiana of tedaucal support for user written aepri,ed Crystal Reoprh". where the laws of California a apply. This Agreement may be signed However. Licensor is pleased to offer support on a cost per incident in several counterparts,each of which shall be deemed an original. basis. (i) Any controversy or claim arising out of or relating to this (d) NI documentation. programming and/or modifications shall be Agreement or the breath thereof. may be settled by arbitration. if delivered via remote telecommunications from Licensors place of agreeable to both parties in accordance with the rules of the American business, to or through the Licensee's computer. Licensor shall not Arbitration Association,and judgment upon the award rendered by the provide Licensee with possession of any tangible personal property arbitrator(s)may be entered in any court having ryrisddion thereof. such as storage media. Licensee shall reimburse Licensor for any Any change or revision to the terms and conditions hereof shall be state and or local requirements,which Licenser must meet or obtain to made by written amendment and shall be executed by persons provide services under this Agreement (e.g. business licenses, authorized to do so by the respective pares. No changes in additional insured statements,sales tax,etc.). specifications, requested or suggested by either party,shall be made (e) No action regarding services or deliverables, regardless of form, except by written agreement of both parties. may be brought more than one(I)year after the first to occur of either (a) the conclusion of services and/or delivery of any deliverables arising from this or the Software License Agreement, or (b) such party's knowledge of the event giving rise to such cause of action.This limitation does not apply to confidentiality obligations or to software license rights. AGSOFTMT(3.5) Page 3 of 4 PROGRESSIVE SOLUTIONS"' EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT VII. EXECUTION Effective this day of 2010 Licensor: Licensee: PROGRESSIVE SOLUTIONS' CID OF GRAND TERRACE P 0 BOX 783 22795 BARTON ROAD BREA CA 92822-0783 GRAND TERRACE CA 92313-5295 By: ith �/"ee4/L Authorized Representative 9,1'"•o eE Representative Glenn VodhaneU President Printed/Typed Name and Tale Printed/Typed Name and Tale (714)671-1597 (%/7) #f30—aaas Phone Number(Type or Print) Phone Number(Type or Print) AGSOFTMT(3.5) Page 4 of 4 PROGRESSIVE SOLUTIONS® EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT L INTRODUCTION. Motional daily backups for at least the last 10 business days and shall PropessM Srutionae, a California corporation herein alter referred to not remove or disable any SOL agent or backup plan initiated by as'Licensor and City of Grand Terrace.a municipal corporation.herein Licensor without both notification to Licensor and at least monthly testing after referred to as licensee" agree to the following temp and of any subsequently Implemented alternate backup plan. If the backup conditions. plan is altered or disabled without notification to Licensor,and there Is a mulling data ion, an additional Marys may be incurred for requested IL NATURE ANG DURATION OF SUPPORT. data recovery services.Licensor Is In the business of providing software support vices(herein after lend ro as Softvere SuppaR). Software Support le irbndad fo d) Licensee agrees to provide Licensor with access to the licensed facilitate smooth 6 efficient ongoing operations of the Lkrsed software. software and data for the sole pupose of providing technical support. As Licensee desires to obtain Software Support for the Licensed software a result. Licensee agrees (1)to maintain a working connection to the spedfied fo section V. Tins ApeenS provde fa service arty oxvg Internet,(2)to remit access through any router/bewail Mat least one normal business hoes(Sam to 5pm PST)and anal expire at 50p PM Lkarroor static IP address or to permit a Virtual Private Network-VPN Pacific Standard Tins on June 30, 2000 unless renewed as set frth connection ern to Licensee's network and(3)to allow access to a technical below. Support outside of nrmal burinaes noun le amiable for MIPpcl requesters takatetlan via TREE o share deskop lido , pualuw. Requeab for service ter width Me intended naafi a of Licen ee a Nebnet Si d, gnaNTVMEREe ears Call In las to nsglghb operat onel areM are not available tree r addmonal Menge Licensee agrees that ailsasgnaled InworkstationsExhibit B: (Requirements) meet at s)least the under tits Software Maintenance AgreemM. (I.e.Changing he name r minimum t regWrwmnte a specified a Fen to B: (Ro te the software at the a server(absent a hardware upgrade)which consequently results d the time r he initial implementation m order to agrees accommodate the need ro sYwle1/vemity the SQL arch Dees software. the operating version initially Metalled. Licensee further agrees to have completed other system,the Licensed software and to update every rent martin Mich memory Installation r the Ycuremed software.tie Microsoft.SOP meiools and run the Licensed software.) tensest that Purchase after boos appal oeasi agreed requirements In thehch event N icreeorge.deems suMee ,or will be provided with the appropriate contact information. Licensor other similar functionality. In q Licensor deemrs such remote reserves tine right to prorate the software support fee and provide own access necessary, Licensor stain above) confirmation that required or foss than ore year r coverage w hat subsequent Softwsta access (one r the options listed Is available. Upon receipt of Maintenance Agreements expire on June 30e. Unless when notice of e confirmation, Licensor steal Licenseesattempt remote eases. H remote termination has been provided by Licensee ro Licensor ne Islet Man 30 access is not Licensor despite r confirmation of functional days prior to expiration of this Software Maintenance Agreement. Otis serviceservice access Linter shall time due remote access veeent. Agreement shall automatically renew each Year thereafter for en Should fren of charge for one during each erices agreement. exs additional year at the support rate b effect at that time. Failure r Should Licenseeeserest st Licireenses remote access st approval swarms In excess pew of Licensee to tender payment prior to the expiration date or to obtain an one Dee wMcm.Liwnsea will request approval for verification prior to extension to tender payment may result In loss of the rights to obtain providing remote aaess verification. The remote access vertficetle to software support and to usltre the software. compensates Licensor for assistance in setting up and veMyhg remote acmes operation. In the event remote access is not and will not be !IL LICENSEES RIGHTS, TIONS&REPRESENTATIONS available in the course of Licensors attempts to provide Software a) Training for users. managers and other personal is essential for Support.Licensee understands thatLicensors ebNly to provide support efficient operation Licensedof the software. licensee wRno designate will be severely limited. Should Licensee desks emergency support,on- more than the number of deers specified In section V and authorize site support services are available at required current support rate plus cunt resgnee(s) to serve as a point of contact for each Licensed expensesport. for each partial or full day required to provide Software software application. Each designee must have been veined on the Support. Licensed software. Each support contact should also be one who both e) To minimize Licensee cods, to eliminate any requirement for uses the system and Is taspcnebb for the results of the system. My of mental update of validation and/or zip phi four(4) codes.to aeon for these&intact' may Provide tie initial interface MA Licensors support other on line validations(such as contractors license, sales tax pared, personnel. accept software bibles and arrange for software update pet microchip owner informer Mrieval et)and to maximize optima installation. Should training services be required. they may be of zip plus four (4) & Licemeo software Internet validations, the Licensed scheduled at the rates In effect at the timer service. Such training a software should optimally be configured for acmes to the neither available nor appropriate via customer support lines. Licensee Licensor designated Internet address. Consequently users of the accepts and undenirW that i software upgratln we not orn Licensed software may periodically obtain Me latest zip plus four(4)data within ex (6) months from receipt or er v six (6) month from the and validation codes. Absent this connotation notation,to obtain automated zip release date whichever is earlier,Licensor WI be under no obligation to phi four(4) functionally, Licensee must purchase a zip plus four (4) continue any Software Support. data subsal on and designate staff to Instal such zip pzi four (4) b) Software canedbme are defined as: Licensor software updates as updates every two(2)months.nipdoFailure to promptly update zip plus four well as software operating system vetc es. Licensee agrees to (4) data will cause disruption of the zip fax (4) f nctlonaley. Implement software conedbns that have been Identified as necessary Furthermore absent Weinertomaaccess, any other possible automated by Licensor and to ensure that the requirements identified ki FSNbtI B: validated are reduced to manual processes. (Requirements) we met by al machines Intended to execute the U Licensee understands and admoNedgee that network perfomence Licensed software. Failure to Implement those denied software is solely the responsibility of Licensee. Should any questions arise as to corrections or to maintain the specified requramerb shall relieve whether a perfmnence Sue Is software or network related, Licensee Licensor from any and al Software Support responsibilities relating to agrees to direct staff. a Licensee retained annuhant or Licensor (at any Licensee reported'nubs)that the Licensor axredion(s)was were Licensee's ant) to evaluate nehwr/software performance. Such offered to address. In the avert Licensee falls to implement Identified neleark evaluation stall utilize •Nework Sniffer or egulvalent tools to software corrections, any subsequent servlae relating to the Licensee fadlhate generation of quantitative results. Licensee agrees to request& reported issue(s) will oily be provided on an emergent/ time and Incorporate Licensors recommendations in the network evaluation work materials basis. Unlike the business models of other providers where pan. Licensee further agrees to transmit the results of such wok to products become obsolete, Lkemor continually improves the software Licensor for review and to wdtiold publication of such results owl after and offers upgrades which are included with software maintenance. it is roper enlation of all Licensor recommendations. Requests of Licensor highly recommended that staff receive additional aping at least every 5 for performance wWbdnorp(such as speed and network ervection yeas and attend Users Group functions, so staff may benefit from and Issues) In whIM Licensor receives prior eaten authorization to coined be able to taw full advantage of the accumulated new teatimes. factual data and subsequently presents a determination that performance c) To the extent permitted under the Public Records Ad.Licensee vAN Iasue(s)Ware network related will be billed at the rates In effect at the preserve the confidential nature of the Licensed software and related time of service. media and MN not make copies. including partial cores or updated veslons thereof, except for internal reference, archive or backup gq�ggifirs on tto Licensednsee assumes and or database strbility ucture)any purposes. Licensee agrees to tendentiously ensure the existence of made by (i.e.changes to Cr ystal rystal reports,additions or deletions AGSOFTMT(3.1) Page 1 of 3 • PROGRESSIVE SOLUTIONS® EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT of data base tables.Serfs,etc.)all 2)any modification to the Licensees the user documentation (on-Line or hard-copy) delivered with the data which Is not made by Licensor or the Licensed software. Licensee Licensed Software and which mated* affects the use. function or agrees to allow It after providing corrective maintenance. Licensor performance of the Licensed Software. Alien errors are confirmed, damned that an error condition Is not a Licensed software error or that Licensor will use commercially reasonable efforts to correct such errors the error condition results horn either condition 1 or 2 above. Licensee and provide Licensee with a correction or service pack for to Licensed agrees to pa at for the reasonablere Vices at the Software as soon as it is practical in Licensors sole discretion. rates in service plus c) Assignment of Priorities for Support Issues: New support Upon expiration outward to section II or demand by Licensor made incidents are assigned one of the following four priority levels,each with pursuant to the default provisions of the corresponding Software License its respects standard completion target: Agreement, Licensee shall dmcmeca use of Licensoes coy Priority pacdl>lom Standard databnNeounn, software & related electronic rams. In adddbn, completion Licensee shall provide Licensor with v.Ybn con imialon that previously A -System Fatal Issues tillo result in Licensee's wad es des 12 hours licensed components have are no been erased and copies no longer on inseam to M Mi id mi busmen Licensee's computer or backup tapes. Licensee agrees that failure to function (i.e. moss madam to provide a'Statement of Destruction'MOM 30 days from discontinuation once funtlMalry such as being and of software use Mal mull In a $1,000 surge for each subsequent 7 nwstg) & that cow no day period unlit such statement has been provided. reasonster naksr d. W. LICENSOR'S RIGHTS,OBLIGATIONS&REPRESENTATIONS B-Urgent Serious Satin egnYoniy omit Venn 24 hours use or Licensed sewn butut d do not a) Support Services: Duke the term of Via Nrewrenl. Licensor prom ma function. (defined shall make or enhancements to Licensee additional charge any updates abode)from brne Mded. and/or moor WLicens nrnb to Licensed software, data or data C-Normal a nOther Inures, gaup cows Nadu 30 hours LWc4aes, which Licensorsupportreleases. In services (vladdition.Licensor shall, f provide dwj5ed n o(kw) Licensee I with urinated service. (vle telephone, facsimile. D-tar Inures andannMtlmssewtiww None remote Internet comWibn. email and/or mel commu nications) for may a unaishn o outside e scope pe Li�unsseee(or problem inn the absence of Me designated to assist the s cadnb ebtmay alw.g by service mrse premed include but is not limited to requests for service regarding operation. instalstlon. updates. administration & general technical assistance Licensee may request a ranting of the call priority when initially reporting requested by Licensees designee(s). The designee(.) Mal know the the Incident Should Mere be any disagreement over the priority Licensed software.use the Licensed software and be responsible for the assigned to a particular kiddent, or any other aspect of Its handling g by results of their efforts. In no event shall the number of designated callers Licensees support staff, Licensee's designated representative is on any given day exceed the number of callers specified in section V of encouraged to speak directly to the support representative dealing With this Agreement. Such support also includes 'Limited Assistance'vhlh the issue in order to arrive at an acceptable solution. In cases Mara the Items listed baow• provided such assistance may be provided In escalation is desired or necessary, please contact the Support Services Shen(15)minutes or less: Supervisor Mtn any concerns you may have. 1. Training(especially of untrained pesonnel),assistance with report d) Excluded Services: Without limitation. the following undoes are customization and searching of data within the Licensed software, excluded horn Software Support: and 1. Those required to remedy problems that stem from charges to or 2. Assistance to Isolate the source of problems and/or to troudeshoot defects in system configuration upon which the Licensed Software difficulties resulting from sources other than Lkanaors was Maly instated: products or services,such as: 2. Those required to remedy problems Mich do not stern from any Remote Access configuntrion Si setup defect in the Licensed Software Personal Computer setup.configuration&optimization 3. Those required to remedy Issues resulting from untrained or Basic Microsoft Nddays`o functionality Inadequately baked staff. Personal Computer hardware troubleshooting 4. Those required mnedying problems caused by Improper use of the General network support 0.e.network access,printing,backup software. S restores) 5. Full report customization service Network operating system configuration&functionality ti. My Si all hardware support,maintenance or troubleshooting issues. Data corruption due to lack of disk space or backup talkie: except as described In section IV(a) regardless of the soiree of and such hardware. Lou of supervisor or other password (e) Limited Warranty of Service: Licensor warrants that all services But exxpressl,alludes any services or assistance relating to database providedhereunder MI be performed In full conformity this Software issues, unless puchaud via on addendum to title agreement. tamed Maintenance Agreement with the.kit S care Mach would be exercised Assistance in excess of Mean(15)minutes per Si Mil be bitted at the by those who perform simile services at the time the services are rate In effect at the time of service. Prior to and as a Bondman of performed. and In accordance with accepted Industry practice. In the Licensors right to bill for such-United Assistance',Licensor shall Inform event of a breach of to express warranties contained herein and/or in Licensee that the free support is over all that any additional support wN the event of non performance and/or failure of Licensor to perform the be billable. licensor reserves the rights to:A)limit the number and the services in accordance Mh the Agreement. Licensor will, at no cost to duration of these communications and B)periodically flume surveys to Licensee' re-perform or Perham the "races ao that the services Licensee far evaluation of the software,support and other services. conform to the warranties. b) Maintenance Services: Upon receipt of notification from (1) Nothing contained in this Agreement shall be construed to obligate Licensee's designated support representative(s)of an apparent error In Licensor to provide any services whatsoever subsequent to the any supported release of the Licensed software. Licensor will use expiration of tie Agreement or any sbsequent renewals of this conarerdel, reasonable eons to promptly investigate the issue and Agreement. Upon expiration of this Agreement.Licensee may purchase determine whether Cr not here is in fact an error and advise Licensee continued Software Support on an annual bus. The price(s)specified that ether an error does not extol or confirm that one does alst and Meat In section V ls(ere)the current pda(s)for Software Support. Ua'mor if any work-around exists. Errors will be deemed to be any design or reserves the right to doge the annual software support fee at any time. programnsng error in the Licensed software which prevents the UJcensel software from substantially compykg with the functionally as set out In AGSOFTMT(3.1) Page 2 of 3 Exhibit B: Progressive Solutions' Requirements (Server & Workstation) Ito-owmmndcd �liniinmu Network Server MicrosofteWindowse 2003 Saver a Advanced Sava Microsoft Windows 2000,Novell Netwarelx Operating System Network Server •PeiumeLan OS or Quad Core(3 GM or Gm) •Pentiimory(I Ghz) Egolpmest •6 GB or mere available RAM •2 GB of available RAM •30 GB SAS Hard-Drives •10 GB SCSI Had-Disk Spot •1440 x900/75 Hz 19-bds Widemeen LCD Monitor •Coal SVGA.28 Monitor 850:1 Contrast&S ills Response Tam •10 mNt Ethernet Network Card •100 mint Ethernet Network Card •10 Sit Ethernet Hub •10 mbit Ethernet switch •CD-ROM Drive •DVD/CD-RW Drive All hardware must be Microsofte/Novelle certified(request printed certification documents). Database Server Use the Recanmeadd Network Savaafor better • •Micro oft Windows•2000 patammu,use a separate Database Saver(same •IfNovclleNetwva is the Network Operating System,install a Equipment specifications as the Network Server). separate Database Sava. Software Edition as required. MicrmfteSQL Saver 2000 or 2005 Standard or Enterprise Edition with NET 2.0 installed. Network ServaB Smnemragired. True On-Line UPS,600 Volt amps minimum with UPS Monitoring card,cable,and software. Database Server Explanation: Using a surge protector will only address l%of the potential power problems. On-Line protection will protect Power Protection against an additional 80%of the potential power problems. When commercial power fails,the UPS monitoring card will close all open files and shutdovm the fie saver safety. Some SPS(Switching Power Supply)vendors refer to their SPS products as UPS products. An SPS will NOT provide sufficient protection against saga,brownouts,etc. Workstation •PentitmeD,Dual or Dud Core(2 Cda or Hasler) •Pentiumef(500 ate) Computer •2GB ofavailable RAM •512 MB of available RAM •80 GB Hard-Disk Spec •4 GB Hard-Disk Space('10MB required per application) •1440 x 900/75 Hz 19-inch Widemaen LCD Monitor •Color SVGA.28 Monitor 850:I Centrist&5 ms Response Time •CD-ROM Drive •DVD/CD-RW Drive Workstation MicrosoamWindowse XP Professional or Vista Pro Microsoft Windows 2000 OPerol mB System with latest NET 6ammwrk wit NET framework 2.0(minimum) • Sysm Workstation Same as required. Combination On-Line conditioner and surge protector. Power Protection Tape Backup Same mrequired. Network-quality system to backup fie oneserva hard drive on n tape and provide tap read after write verification. System Data File Transfer Same as required. CDR/CDRW Drive • PMter Hewlett Packard 5,6,or 7 swim,Hcwlm Pakande8000 passer Printer with HPCL or PostScript fonts •5000 About Dot Matrix Prins:In Microsoft Windowse,dot matix printer print slowly. Often dot matrix printers DO NOT have adequate graphic drivers. Internet Access Same as required. CABLE,DSL,ISDN,or TI Explanation: Progressive Solution,applications require Internet access to obtain program updates. Using an Internet connection slower than 256 Kbps will take significantly longer to download data E-mail Same as required. Microsoft•Omlooke. Network Installer Same as required. Microsofeor NovelleAuthori d and Certified Report Crystal Reports Version 8.5 Crystal Reports Version 8.5 Modification Redundancy RAID for data and web operations No redundancy Progressive Solutions®,PO Box 783 Brea,CA 92822:voice:(714)671-1597farr(714)255.9775 www.progre.urve.mlaaans.com • PROGRESSIVE SOLUTIONS® EXHIBIT C HARDWARE MAINTENANCE AGREEMENT I. INTRODUCTION. condition is a result of Client abuse or mbbeabnent,Client agrees to pay Progressive SOMtons., a California corporation herein after referred to Consultant for the services so provided at the rates In effect at the time of as "Consonant ' and City of Grand Terrace, a municipal corporation, service plus expenses. herein alter referred to as tent agree to the following eons and IV. CONSULTANTS RIGHTS AND OBLIGATORS conditions. (a) Consultant agrees to respond as soon as reasonably possible IL NATURE AND DURATION OF SUPPORT. and no later than the end of the red business day following the Initial Consultant le In the business of providing hardware support services and trouble card for repair or replacement of defective hardware at Client desires to obtain hardware support services for the hardware Consultants option. In the case of repairs.whits require oft-site repair, specfed in section V. Services provided under this Agreement are Consultant vAli exchange defective devices with loaner devices until mid, limited to normal business hours. This Agreement coven the period time as the defective devices are repaired. Upon repair. PSI will make from July 1,2007 through June 30,200$. arrangements to exchange the repaired component with the loaned It. CLIENTS RIGHTS AND OBUGA71ONS �rrhOdnDuri a) Client during the term of this Hardware Support Agreement will support Dung the term of this designateda ban li, cor anal spat pnNde designate one employee es a prkrary contact THs contact should be as ooff t e designate caw ) by Client (or an alternate in the one who known what is expected from the hardware and Is able to (c) Nothing contained In Mkt Agreement shall be construed to demonstrate and problems. obligate Client to provide any services whatsoever outside the term of b) Client agrees to maintain software support fix all Progressive this Agreement Upon expiation of this Agreement. purchase Client may Solutions— whi dl are used to operate the supported hardware. continued hardier°support on an annual basis. The prices)swilled c) Client assumes any and all reeponsbliy and iiabllty for any In section V is(ore)the current price(s)for hardware support. damage to the hardware caused by neglect or abuse of the egUprnent t, after providing corrective maintenance, PSI determines that the V. SUPPORT FEES AND PAYMENTS Payment for hardware support Is due in advance. Hardware support services will not be provided Will such advance payment has been received. Hardware support costs are based upon the length of time that supported equipment has been In Bakke, the observed failure rates of specific equipment and the required response time. Consutant reserves the right to change the annual hardware support fee at any time without prior notification. Supported Hardware Serial Number Support Fee 3 drawers f 3307.50 printer (Next day support) VI. GENERAL PROVISIONS (a) Client acknowledges that the hardware Is of such complexity abl/gafbns set forth M this Agreement shell be combed In accollence that it may have Inherent defects and agrees that as Constant a sole cosh and governed by to laws of Me State of California. This liability and as Clients sole remedy.Consuhent will provide,during the Agreement rosy be signed In several counterparts,each of which shell tern of this Agreement,all reasonable maintenance services to mmot be*reined an original. emus reported by Client for any alum of tie hardware maintained (d) Any cwaov ray or claim arising out of or mating to this hereunder to provide the fur ctba1I, documented M the product Agreement or the beach thereof, shall be settled by arbitration at the manual and which Consultant s diagnosis irdentea are caused by a election of ether party In accordance wad the rules of the American defect M the delivered haravers orby normal wear and tear. Arbitration Association,and Judgment upon the award rendered by the (b) Client shall reimburse Consultant for any sate and or brat arbitrator(s)may be entered in any court having jurisdiction thereof. requirements, wPbh Consultant must obtain to provide senicea under (e) My change or revision to the ems and conditions hereof shall this Agreement(e.g. business Ilcensss,additional Insured statements, be made by mitten amendment and shall be executed by persons eta.). authorized to do so by to respective parties. No changes In (c) This Agreement and and Addenda executed pursuant hereto specifications. requested or suggested by either party,shall be made constitute the entire agreement between the panes end supersede all except by mitten agreement of both parties. negotiation and other pr posW,and or widen,and el previous and cunent negotiations and other communications between the penal relating to the subject matter hereunder. The VII. EXECUTION Effective this day of ,2007 PROGRESSIVE SOLUTIONS. CITY OF GRAND TERRACE P O BOX 783 22795 BARTON ROAD BREA CA 92822-0783 GRAND //TEE/-RRRACE CA 92313-5295` - �v itc Authorized Representative Auteriiod Repn�or ry (714)871-1597 (VA S/3a- 22/G. Phone Number(Type or Print) AGCASHHW(1.1) • PROGRESSIVE SOLUTIONS® EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT V. SUPPORT FEES AND PAYMENTS Payment for Software Support saMoaa Is due In advance. 'Software Support services vA9 not be provided until such advance payment has been received. Licensor agrees to provide at least 30 days prior written notification prier to Implementation of any fee change. My fee change shall not be effective until the first day of any annual extension. Lksn.ed Software Designated Callas Annual Support Fee Prorated Fee Calla.Centrsl-I Register Clans Lany Minnow 31,230.00 CeaTrack's-3 User License Barrie Owens 53,2a.00 LiceaeTnckm•1 User License Pat Lansford 52,15250 Pstfraok'^-1 Use License Marl Mochas $2,050.00 liW Wo,tFlowm-1 User License GL IMe/ac.to Eden VI. GENERAL PROVISIONS (e) Suspension of Obligations: if either party should default in the (a) The Licensed software is subject to design and operational performance or abseenance of any of its otigalbrn hereunder.then In changes to allow for to use of new tecMdogbe and to coned known addition to all other rights S remedies available to the non-defaulting bugs as they are brought to tie attention of the Licensor,airy by the Petty. to nondefaillngg party may suspend performance & Licensors own cm/Ayconbd mechanituns or by the Licensee. observance of any or all is obligations aver this Agreement,without (b) Licensee acimowledgec that the Licensed software is of such liability,until the other party.default is remedied.but this section shall complexity that it may have inhaer* defects and agrees that as not perm Licensee to suspend its obligation to make payments for Licensors sob lability for such inherent defects and a Licensee's eon Software Maintenance and otter Services. remedy for such Interent defects,Licensor vent provide,Bang the term (f) TM' Agreement and any written modications. amendments or of this Agreement, an reasonable software maintenance services addenda. executed pursuant to this Agreement constitute the entire (arising from an unsaved version of the delivered Licensed software) agreement between the adns and supersede all negotiations and to cored 1) documented programming or documentation more other proposals, oral or written. and all previous and current reported by Licensee end 2)darn of the Licensed software to meet negotiations and other communications between the parties pertaining the specifications identified in to ebcbwJc doemnen ilon provided to the subject matter term. The obligations set forth in this with each rebate of the sediment Agreement shall be consbued In accordance with and governed by the (c) Licensee acknowledges that annual software maintenance is laws of the state in which the software is situated.excepting Louisiana designed to ensure Quality support for all users of both Licensed Mien the lain of California Mil apply. This Agreement may be signed software and Tome designed. created and/or maintained by Licenser in several counterparts,each of which shall be deemed an original. as part o(the released software. Licensor utilizes Sagat&s Crystal (9) My controversy or diem arising out of or relating to this Report Nhta"to create most reports and bars. To ensue madmum Agreement or the breach thereof, may be settled by arbitration, if ftadblity,customers are provided with the option to design.create and agreeable to both parties in accordance with the runs of the American maintain additional force, malings, and/or reports. Licensors annual Arbitration Association.and judgment upon the award rendered by the software maintenance does BM indWe the provision of technical arbitrator(s)may be entered In any coal having jurisdiction thereof. support for 95er written anatomized Costal RAMC However, (h) My cange or revision to the terns and conditions hereof shall Licensor Is pleased to offer support on a cost per incident basis. be made by mitten amendment and shall be executed by persons (d) MI documentation, programming and/or modifications shall be autedzed to do so by the respective parties. No changes in devered via remote telecommunications from Licensees place of specifications, requested or suggested by either party, snail be made business. to or through the Licensee's computer. Licenser shall cos except by written agreement of both parties. provide License with possession of any tangible personal property such as storage media. Licensee shall reimburse Licensor for any state and or local regdrenenb,Mild Licensor must meet or obtain to provide services under this Agreement (e.g. business licenses, additional insured statements,sales tax,etc.). VII. EXECUTOR Effective this day of .2007 Licensor Llaaa: PROGRESSIVE SOLUTIONS. CITY OF GRAND TERRACE P 0 BOX 783 22795 BARTON ROAD BREA CA 92822-0783 GRAND TERRACE CA 92313-5295 Authorized Representative Authorized Representative (714)871-1597 ( ) Phone Number(Type or Print) AGSOFTMT(3.1) Page 3 of 3