AGR-7357 - N. HARRIS COMPUTER CORPORATION - FUPPORT AND MAINTENANCE SERVICESDocuSign Envelope ID: C1319305-1E34-43FF-9917-C15666F5A992
AGR-7357 os
PROFESSIONAL SERVICES AGREEMENT
[Support and Maintenance Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement")' is made at
' Orange, California,- on this.12 day of APFil : , 2022 (the "Effective Date") by and
between the CITY. OF ORANGE, a municipal corporation ("City"), andN. HARRIS COMPUTER =
CORPORATION, -a corporation incorporated under the laws of the Province of Ontario, Canada,
("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions .set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is.attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing.the work, based on information provided by City. The services which are the subject
of this Agreement are not in the usual course of City's business and City relies on Contractor's
representation that it is independently engaged in the business of providing such services and is
experienced in performing the work. Contractor shall perform all services in a manner reasonably
satisfactory to City and in a manner in conformance with the standards of quality normally
observed by an entity provided .such services to a municipal agency. All services provided shall
conform to all material and relevant federal, state and local laws, rules and regulations and to the
best professional standards and. practices. The terms and conditions set forth in this Agreement
shall control over any terms and conditions in Exhibit "A" to the contrary.
Jamey Taulbee, Finance Manager ("City's Project Manager"), shall be the person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or his/her
designee), that Contractor shall coordinate' its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Contractor shall b6 performed to the satisfaction of City's Project Manager and the City Manager.
2. Total Compensation, Annual Compensation and Fee Schedule.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed FIVE HUNDRED EIGHT THOUSAND NINE HUNDRED
THIRTEEN DOLLARS and 74/100 ($508,913.74) without the prior written authorization of City.
All payments hereunder shall be in U.S. Dollars.
b. The compensation for services performed under this Agreement shall be
paid as. specified in Exhibit "A
. C. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
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3. Payment.
a. All Fees will be billed annually in advance.
b. If additional services are contracted, as. scheduled services are completed,
Contractor shall submit to City an invoice for the services completed, authorized expenses and
authorized extra work: actually performed or incurred.
c. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent, and any extra work performed.
d. City, will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice..
e. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
f. If onsite visits are required and approved or other services are negotiated
requiring billable services, City shall reimburse Contractor for its direct expenses in providing
support services ("Billable Fees") pursuant to this Agreement which include:
(1) Its direct travel expenses which are excluded from the total .fees
amount described in the Statement of Work, including, but not limited to hotel, airfare, car rental,
tolls, parking and airline and travel agent fees;
(2) Courier services, photocopying, faxing and reproduction, all
reasonable travel costs- (hotel and airfare) including a travel time rate of $75.00 per hour;
(3) A per diem rate of $70.00 for weekdays and a $140,00 for weekends
and statutory holidays that includes all meal, food and telecommunications expenses (no receipts
will be provided);
(4) A mileage charge based on the current U.S. Internal Revenue .
Service recommended rate per mile, long distance telephone calls; and
(5) all other reasonable expenses incurred in the performance of
Contractor's duties including courier services and. documentation copying or production.
Contractor may update its reimbursement policies and rates related to the Billable Fees from time
to time, in which case such updated policies shall apply for purposes of this Agreement, provided
that such updated reimbursement policies must generally apply to all clients of Contractor.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services.
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
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services to be performed and compensation therefor.. All amendments shall set forth the. changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. .Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which _are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for' furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, takes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not, under any circumstances, be considered employees of City, and that they shall
not he entitled to any of the benefits or rights afforded. employees of City, including, but not limited
to, sick leave, vacation leave; holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for underthis Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting.
a. No assignment or subcontracting by Contractor of any part of this
Agreement or of funds to be received under this Agreement shall be of any force or effect unless
the assignment has the prior written approval of City. City may terminate this Agreement rather
than accept any proposed assignment. or subcontracting. Such assignment or subcontracting may
be approved by the. City Manager or his/her designee.
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b. This Agreement may not be assigned by City unless, concurrently with any
such assignment, City assigns its rights under, and complies with the provisions of the relevant
software license agreement,
C. This Agreement shall be binding upon the successors and assigns of the
parties and enure to the benefit of the successors and assigns of the parties.
10. Term. The term of this Agreement shall be for five (5) years, commencing on
April 1, 2022, and ending on March 31, 2027.
11. Definitions Specific to Support and Maintenance Services.
a. "Release" means an Update and an Upgrade.
b. "Software" means the software products that have been previously licensed
to City and includes any Update(s) or Upgrade(s) that have been provided to City. Third party
software is not included in the definition of Software.
C. "Update" means any published changes, additions or corrections to the
Software that primarily include a minor modification or enhancement to the Software related to a
bug fix, minor additional functionality or legislative changes. An Update is designated by a change
in the right -most digit in the version number (for example, a change from X.1 to X.2).
d. "Upgrade" means a major overhaul of the Software which is a complete
new published version of the Software that modifies, revises or alters the Software and adds
features, functionality or enhancements to such Software. An Upgrade is designated by a change
in the number to the left of the decimal point in the version number (for example, a change from
1.X to 2.X.
12. Support and Maintenance Services to Be Provided.
a. Contractor shall supply all Upgrades to City at no additional charge other
than the payment of the fee hereunder. Upgrades may require additional services to be performed
by Contractor outside of the scope of those services provided by Contractor including additional
training not covered by any agreement(s) for the installation and implementation of the Upgrade
that will be subject to the Contractor's then -prevailing policies, terms and Billable Fees related to
pricing and hourly rates. All such services shall be, performed subject to a newly negotiated Scope
of Work by and between the parties.
b. All Updates of the Software and all those services listed herein which are
included as part of City's Software support will be made available to City at no additional charge
other than the payment of the fees hereunder.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by -City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
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at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above_,
absent a written amendment to (this Agreement.
14. Products of Contractor. Title to and ownership of all proprietary, rights in the
Releases and all related proprietary information supplied .by Contractor in providing the services
pursuant to this Agreement shall at all times remain with Contractor, and City shall acquire no
proprietary rights by virtue of this Agreement.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of.race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in- all solicitations and advertisements for employees
placed by,. or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided.that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity and Limitation of Liability.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,.
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising
out of:
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(1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property
caused by any grossly negligent act, neglect, default; or omission other than a professional act or
omission of Contractor, or person, firm or corporation employed by Contractor, either directly or
by independent contract, including all damages due to loss or theft sustained by any.person, firm
or corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
'Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless .from all liability
arising out of any claim, -loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
C. Except for the. Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement..
d. Limitation of Liability
NOTWITHSTANDING THE FOREGOING, ANY DAMAGES FOR BREACH OR DEFAULT
BY CONTRACTOR OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT SHALL
BE LIMTED TO A MAXIMUM AMOUNT EQUAL TO, AND CONTRACTOR SHALL IN NO
EVENT BE LIABLE IN EXCESS OF, THE AMOUNT OF FEES ACTUALLY PAID BY CITY
TO CONTRACTOR UNDER THIS AGREEMENT DURING THE THEN -CURRENT TERM
(NOT TO EXCEED 12 MONTHS) OF THIS AGREEMENT. IN NO EVENT SHALL ANY
DAMAGES INCLUDE, NOR SHALL CONTRACTOR BE LIABLE FOR, ANY SPECIAL,
INDIRECT .OR CONSEQUENTIAL DAMAGES EVEN IF CONTRACTOR HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF, WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, CONTRACTOR SHALL NOT BE LIABLE FOR LOST PROFITS, LOST
BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, OTHER
COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR FOR ANY, CLAIM
WHATSOEVER AGAINST CITY BY ANY OTHER PARTY. THESE LIMITATIONS SHALL
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APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY CITY IRRESPECTIVE
OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND
OR ACTION; INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT,
RESCISSION OF CONTRACT, OR TORT.
e. The indemnities and limitations of liability set forth in this section shall
.. survive any -closing, rescission; -or termination. of this -Agreement, and shall continue -to be binding
and in full force and effect in perpetuity with respect to Contractor and its successors.
18, - =Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance 'or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
C. Reserved.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability shall provide that City, its officers, officials,
agents, and employees are declared to be additional insureds under the terms of the policy, but
only with respect to the work performed by Contractor under this Agreement. A .policy
endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu
of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an
additional insured as a contracting party. The minimum coverage required by Subsection 18.b and
c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is
provided as part of the general liability minimums set forth below shall be maintained for the
duration of the Agreement.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
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g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover- liabilities other than
as, stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance, and endorsements, as required by -City,
-evidencing the aforementioned minimum insurance coverages on forms acceptable to City, in the
form substantially equivalent to that provided to City for previous agreements.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to .
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key .Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall make best efforts to immediately notify City if any required
insurance lapses or is otherwise modified and cease performance of this Agreement unless
otherwise directed by City.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.. Reserved.
19. Termination. City may for any reasonterminate this Agreement by giving
Contractor not less than sixty (60) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
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this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested; provided, however, that any such inspection shall be limited to
once in any calendar year.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws,which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must
be paid; to the extent Contractor's employees will perform any work that falls within any of the
classifications. for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations. (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
Contractor must meet all State registration requirements and. criteria, including project compliance
monitoring. 11 1
C. Contractor represents and warrants that Contractor:
(1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
(IRCA); and
(2) Has not and will not knowingly employ any individual to perform
services in the United States under this Agreement who is ineligible to work in the United States
or under the terms of this Agreement; and
(3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
(4) Has responded and shall at all times during the term of this
Agreement respond, in a timely fashion to any governmentinspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or, the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants who provide
services within the United States to comply with -the representations and warranties as set forth in
Subsection 21.c.
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e. . Contractor shall, upon request of City, provide a . list of all employees
working under this Agreement in the United States and shall provide, -to the reasonable satisfaction
of City, verification that all such employees are eligible to work in the United States. All costs
associated with such verification shall be borne by Contractor. Once such request has been made,
Contractor may not change employees working under this Agreement without written notice to
City, accompanied by the verification required herein for such employees.
f. Contractor shall require, all subcontractors or sub -consultants to make the
same verification as set -forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h.. Reserved.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with "and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of the federal .courts for California; provided, however, that if subject matter
jurisdiction is improper in said federal courts, it shall be had in the state courts of California. Venue
for any dispute arising under this Agreement shall be in Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at .the address listed below. Either parry may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within five (5) days of deposit in the U.S. or Canadian Mail, whichever is earlier. Notices
sent by e-mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR"
N. Harris Computer Corporation
1 Anatares Drive, Suite 400
Ottawa, ON K2E 8C4
Attn.: Pav Sekhom
Telephone: +1 613-519-8814
E-Mail: PSekhon@harriscomputer.com
illiftividi
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Jamey Taulbee
Telephone: 714-744-2244
E-Mail: jtaulbee@cityoforange.org
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25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR" "CITY"
N. HARRIS COMPUTER CORPORATION CITY OF ORANGE, a municipal corporation
DocuSigned by:
By. K K a1n d,V A f"A&S
Printed Name. V.renMcO—
Title: VP, Support Services
DocuSigned by:
*By.
�� tti
Printed Name: Jerry Rahon
Title: VP, Sales & Marketing
for
APPROVED AS TO FORM:
DocuSigned by:
,&.k�y
Mary E. Binning
5eniorA4ssistant-City Attorney
EDocuSigned by:
02DARR77�tl FBy: 749nd17
Mark -A—. Murphy-, Mayor
Daniel R. Slater
ATTEST:
FDocuSigned by:
(h ep-ty
IE"MIPamela Coleman,city er
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice -President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
DocuSign Envelope ID: C1319305-1 E34-43FF-9917-C15666F5A992
IM U Ire 1 1'11, I A K ,
2022-2027 Year Maintenance Agreement Schedule - City of Orange, CA
- - -
..ril 7-072 to
March 2023
April 2023April
March 2024►
2024April
2025April
e2027
2026
NorthStar CIS - including
Paramedic Mods
62,042.44
63,903.71
65,820.82
67,795.45
69 829.31
EIS
1,203.33
1,239.43
1,276.61
1,314.91
1,354.36
mCare (base license)
7,249.60
7,467.09
7,091.10
7,921.83
8,159.49
mCare Field Licenses
1,705.80
1,756.97
1,809.68
1,863.97
1,919.89
eBilling
2,842.32
2,927.59
3,015.42
3405.88
3,199.06
Core Automation Platform
16,647.28
17,146.70
17,661.10
18,190.93
18,786.66
Neptune 360.Secondary Import
Export Maintenance Ticket
2019840
663.00
682.89
703.38
724.48
746.21
Third Party
-
-
-
-
Reports Anywhere
1,337.67
1,377.80
1,419.13
1,461.71
1,505.56
GUI Licences (23)
2,164.79
2,229.73
2,296.63
2,365.52
2,436.49
95,856.23
98,731.92
101,693.87
104,744.69
107,887.03
Pricing is contingent on a 5-year fixed term by all parties. City of Orange cannot terminate the
maintenance within the 5-year term. The fixed 5-year term has been mutually accepted by both parties.
Maintenance noted above is as at date of agreement. Additional maintenance can be added to this
agreement at any time.
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STANDARD GUIDELINES
NORTHSTAR TEAM SUPPORT•ACCESS 24/7
The NorthStar Team Support Customer HUB�allows our customers -to:
o Open new tickets
o View open/closed tickets for your organization o Post Screen Recordings and Video
Recordings to tickets o-View. Knowledge Base-Articles.o View Product Information o
Report on Ticket Metrics
o Find out the latest NorthStar News; Events; Product Releases
SOFTWARE FOR LIFE
o Support on existing applications for life
+ Products reach the end of their product life cycle for a number of reasons. These
reasons include market demands, technology innovation and development
driving changes, or the products. simply mature over time and are replaced by
functionally richer technology. If NorthStar determines a product to be end of
support we will. ensure the existing product software license grants access to
new platforms within the same product class.
o Cost effective upgrade solutions
SCHEDULED ASSISTANCE FOR UPDATES DURING REGULAR BUSINESS HOURS
o. Additional charges apply outside of regular business hours. o Charges may apply
depending on scope of work.
TECHNICAL TROUBLESHOOTING & ISSUE RESOLUTION
STANDARD SOFTWARE RELEASES AND UPDATES
o Defect corrections o Planned enhancements
o Payroll regulated changes (additional charges may apply) o Participation in BETA
program
o Release notes
o State, Province and/or. Federal mandated changes (additional charges apply)
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CUSTOMER CARE PROGRAM
o Technical Support Bulletins
o Communication on new products and services _
o Dedicated Customer Support Account Lead as first point of contact as required
OTHER
o Participation in Regional User Group Meetings o Participation in NorthStar Webinars
o Opportunity to take part in validation and focus groups o Opportunity to take part in
Harris Annual Customer Conference
.
NORTHSTAR TICKET PRIORITIES:
In an effort to assign our resources to incoming tickets as effectively as possible, NorthStar has identified
four types of ticket priorities P0, P1, P2 and P3.
II °
Deemed by NorthStar Team to be important; however, workarounds are available
State of Degraded Performance
Workaround exists.
Examples: usability issues; non -critical performance issue; calculation issues
PRIORITY 3 - MINIM° ' ° /REQUESTS
.
Deemed by NorthStar Team to be more general/cosmetic in nature OR Scheduled
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Minimal Business Impact
General Product Issues/Questions/Aesthetic Issues/Formatting Issues/Questions on Documentation
Enhancement Requests/Requests for Statement of Work/To be Scheduled items
**NorthStar reserves the right to reclassify the priority level at any time if we reasonably believe the
classification is incorrect. **
CONNECTION METHODS
To ensure we can effectively support our clients; we require that a -communication link is established
and maintained between our two sites. It is the Organization's responsibility to ensure the
connection is valid at your location so that we can connect to your site and resolve any issues.
Our preferred method of connection is through Remote Desktop which can be accomplished using a
VPN account and the MS Windows Remote Desktop client or a variety of remote connection tools
(logmein.com, TeamViewer, join.me, VNC, etc). NorthStar will work with the client to establish a
mutually agreeable remote connection policy.
THIRD PARTY SUPPORT
Standard Third -Party Support and Maintenance Services
For those clients with maintenance on 31 party products, NorthStar will provide support as described
below. NorthStar provides 11t line support for all 3rd party products listed below and will escalate to the
vendor if required. Please note that 3rd party installations & preventative maintenance services are not
included as part of your maintenance unless otherwise indicated below.
Microsoft SQL Server*
-Initial SQL Server installation & configuration
-Establish database connections to NorthStar database
-Limited troubleshooting and/or repair of database related issues
4Js (3`d Party graphical user interface (GUI) software)
-Entitlement to new GUI software releases
-Installation and configuration for test and live NorthStar environments
-Limited troubleshooting and/or repair of database related issues
BitStew (As part of the Customer Connect web portal) .
-Installation & configuration for test and live Customer Connect environments
Cognos (as part of the Reports Anywhere reporting solutions)
i
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-Initial installation & configuration of Cognos for use with Reports Anywhere -
Set up of Cognos license/establishment of connections with the NorthStar software -
Limited assistance in utilizing embedded report writer functionality.
`-Updates to Cognos data model which reflect changes in NorthStar database schema due to
upgrades.
-Limited assistance in locating information within the Cognos data model
-Assistance with existing reports -
*NorthStar recommends Microsoft SQL Server and supports Microsoft supported versions of the SQL
database. Those versions of SQL Server that are no longer supported by Microsoft should no longer be
_considered supported by NorthStar.
BILLABLE 3RD PARTY SERVICES
• Upgrades and installations (other than at time of initial purchase) • Cognos
upgrades & installations (other than at time of initial purchase)
• Report Writer training, creation and modification of reports.
NORTHSTAR BILLABLE SUPPORT SERVICES
Out of Scope of Annual Support and Maintenance Agreement
This list is not exhaustive and serves as a representation of what our team can offer as a billable service.
• Training
• Project. Management -'
• Form Creation/Redesign
• Handheld interface of new interface; setups & changes
• Setup of new services or changes to services (PAP, ACH, etc)
• File imports/exports — Interfaces to other applications
• Refresh backups; Restores; Setting up test areas
• Setup of new printers; printer setup changes
• Custom modifications (reports bills, forms, reversal of customizations)
• Setting up additional Companies/Agencies/Tokens/General Ledgers
• Data conversions/global modification to setup table data
• Database maintenance; repairs & optimization (unless specifically included as a line item on your
support contract).
• Extended Hardware & Operating System Support
• Upgrades and Support of third -party software
• Installations/re-installations (workstations, servers)
• Creation.of Test Data
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**Modifications. to data in the NorthStar database via non -sanctioned NorthStar solutions or partner
solutions are strictly prohibited and not supported**
TEST DATABASES & ENVIRONMENTS -
NorthStar recommends that all customers maintain an independent Test Environment for testing
purposes. This allows customers the,opportunity to test fixes; modifications; new business processes
and/or scenarios without risking any potentially unwanted changes to the live environment. The
creation of Test Databases & Environments is a billable service. -
RATES
Rates are subject to change on an annual basis. Quotations will be provided for all billable services.
RESPONSE TIME
Response times will vary and are dependent on the priority of the call. We do our best to ensure that
we deal with incoming cases in the order that they are received; however, cases will be escalated based
on the urgency of the issue reported.
Our response times are as follows:
Response within 2 business hours
Response within 4 business hours
Response within 8 business hours
Response within 24 hours
HELP DESK HOURS
Our standard hours of support are from 8:00 am ET to 8:00 pm ET Monday through Friday excluding
designated statutory holidays.
Support is available outside of regular business hours and is billable on an hourly basis (minimum
number of hours will apply).
Weekend assistance is available and must be scheduled in advance (and is billable on an hourly basis
with a minimum number of hours that apply).
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HOLIDAY SCHEDULE
Below is a listing of Canadian and US Statutory Holidays. Please note that NorthStar Support Services
will be closed on designated days as outlined below. Support will be available on all Canadian Holidays
when there is no US corresponding statutory holiday.
New Year's Eve
Early Closure
New Year's Day
Closed
Labor Day
Closed
Christmas Eve
Early -Closure
Christmas Day
Closed
Boxing Day
Early Closure
HOW TO CONTACT US:
Existing customers can login to our Customer Hub at:
https://northstarutilitiessolutions.na2.teamsupport.com/login/user
CONTACT INFORMATION FOR ESCALATED ISSUES
Dawn Ivanochko
Director, Support Services
1-888-847-7747 X2032
Dlvanochko@harriscomputer.com
Diane Vieson
Manager, Support Services
1-888-847-7747 X2012
DVieson@harriscomputer.com
Jackie Hunter
Manager, Support Services
1-888-847-7747 X2038
JHunter2@harriscomputer.com
Karen McKernan
Vice President, Support Services
1-888-847-7747 X2744
KMcKernan@harriscomputer.com
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NORTHISTAR-