HomeMy WebLinkAboutAgr 2020-03-27 (Progressive Solutions) Progressive so�utions, �nc. PROGRESSIVE SOLUTIONS INC.
P O Box 783 � �; � �,A.�� www,progressivesolutions.com
Brea, CA 92822 D ��°� �� �y��.�
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Create Date: 3/27/2020 Prepared By: Shawn Cobarrubias
Expire Date: 6/1/2020 Phone#: 714/671-1597
Account'lnformation
: _ IT: Patti Pickett
Account Name: Town of Tiburon ppickett@townoftiburon.org
Contact Name: Patti Pickett Email: accountspayable@townoftiburon.org
Phone#: 415/435-7385 Billing Address: 1505 Tiburon Boulevard
Tiburon CA 94920-2530
Name ' ' Designated Caller Maintenance Fee `
Software Maintenance-LicenseTrack(07/01/2020-06/30/2021) Patti Pickett 1,936.64
Software Maintenance-RevenueTrack 886.75
Full Hosting on Microsoft Azure Servers($103/month) 1,236.00
CA Sales Tax 8.25% 0.00
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We appreciate your prompt payment. T�"''AL $4,059.39
Progressive Solutions Inc.
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USAGE RIGHTS
Upon timely payment of the above total due, Customer shall be iicensed to use the above identified Progressive
Solutions Inc. software/modules for the License Term and number of Users as defined in thisOrder.
LICENSE TERM
License Start Date: 7/1/2020 License End Date: 6/30/2021
TCustomer's �icense Stari uate wiii commence no eariier inan tne signaiure daie oT tnis�rder
TERMS OF USE
See Software Maintenance Agreement and Addendum-Hosted below
PAYMENT TERMS
Payment Annually Payment'Terms The Above Total Is Due Prior to
Frequency License Expiration To Avoid
Cessation of Software/Services
and a 25% Reinstatement Fee
EXECIJTIOIV:
To avoid conflicting terms arising out of the integration of this Agreement, resulting purchase orders, letters and confirmation,the parties agree
that should any conflict arise with any other unilateral writings of either party,this Agreement shall govern. Both Parties via their signatures below
or electronically hereby certify 1) they are authorized to sign this agreement and 2) each signer accepts the attached terms and conditions on
behalf of the above referenced organization. The Receiving Party via their signature below or electronically hereby certifies that there are no
contractual conflicts with respect to any existing city charter or similar legislation or that any conflicts have been identified, fully disclosed to
Licensor in writing and such written documentation has been attached to/made a part of this agreement;further any unidentified/unincorporated
legislative conflicts shall be deemed waived.
TOWN OF TI URON
/� � �l � c' .
Signat e Date
��� ����Q� 1� � �
Name Title
PROGRESSIVE SOLUTIONS INC. _
Signature Date
Name Title
*Please Note-To avoid late penalties and to ensure continuation of service, receipt of a signed agreement prior to
expiration entitles you to a 30-day payment grace period without penalty. Please SIGN & RETURN attached Software
Maintenance Agreement or remit payment, by 6/30/2020.
Page 2 of 6
PROGRESSIT�E SOLUTION�S INC. EXHIBIT A: SOFTWARE
MAINTENANCE AGREEMENT
I. NATURE AND DURATION OF SUPPORT. implemented via new software releases. Failure to implement those identified software
Progressive Solutions Inc.,a California corporation herein after referretl to as"Licensor" corrections or to maintain the specified requirements shall relieve Licensor from any and
is in the business of provitling software maintenance services(herein after referred to as all Software Maintenance responsibilities relating to any Licensee reported issue(s)that
"Software Maintenance'). Software Maintenance is intended to facilitate smooth & the Licensor correction(s) was/were offeretl to address for local non-hostetl
efficient ongoing operations of the Licensed software. Licensee as identified above as implementations. In the event Licensee fails to implement identified software
'Account Name' desires to obtain Software Maintenance for the specified Licensed corrections,any subsequent services relating to the Licensee reported issue(s)will only
software. This Agreement provides for remote services to be performed in Orange be provided on an emergency time and materials basis.Unlike the business models of
County, California, only tluring normal business hours (6:30am PST to 5pm PS�. other providers where products become obsolete, Licensor continually improves the
Maintenance services shall start and end on the dates specifed above in the section software and offers to schedule at least one complimentary sofiware version upgrade
titled LICENSE TERM. Services shall expire at 5:00 PM Pacifc Standard Time on the each year as a component of annual software maintenance. It is highly recommended
end date specifed above unless renewed(WHETHER AUTOMATIC OR MANUAL)as that Licensee staff regularly attend Licensor's annual user training/conferences so staff
set forth below. Support outside of normal business hours is available for purchase. may learn of,receive training on and take full advantage of accumulated new features
Requests for service for which the intendetl result is of negligible operational beneft are and functionality. It is vitai that at least one Licensee staff member for each Licensed
not available free of additional charge under this Software Maintenance Agreement. product attentl Licensor's user conference at least every 5 years. Licensee
(i.e. Changing the name of a non-Licensor hosted server absent a hardware upgrade representatives who insist on obtaining training via telephone support may result in
which consequently results in the need to reinstall/veri(y the SQL data base software, Licensor passing on such training costs along via an additional increase in the Software
the operating system,the Licensed sofhvare and to update every Licensee machine that Maintenance Agreement.
runs the Licensed software.) Licensees that purchase after hours support will be c) To the extent permitted by any pertinent transparency legislation (such as a
provided with the appropriate contact information. Licensor reserves the right to prorate federal,state or local Public Records Act),Licensee will preserve the confdential nature
the software maintenance fee and provide more or less than one year of coverage so of the Licensetl software and relatetl metlia and will not make copies,including partial
that subsequent Software Maintenance Agreements expire on the above referenced copies or updated versions thereof, except for internal reference, archive or backup
License End Date. UNLESS WRITTEN NOTICE OF TERMINATION HAS BEEN purposes. For local implementations,Licensee is solely responsible for the backup of its
PROVIDED BY LICENSEE TO LICENSOR NO LATER THAN 60 DAYS PRIOR TO tlata antl agrees to conscientiously ensure the existence of functional daily backups for
EXPIRATION OF THIS SOFTWARE MAINTENANCE AGREEMENT, THIS at least the last 10 business days and shall not remove or disable any SQL agent or
AGREEMENT SHALL AUTOMATICALLY RENEW THEREAFTER FOR A PERIOD backup plan initiated by Licensor without both notification to Licensor and at least
OF TIME EQUAL TO THE DURATION OF THIS AGREEMENT AT THE SPECIFIED monthly testing of any subsequently implemented alternate backup plan. If the backup
MAINTENANCE RATES IN EFFECT AT THAT TIME FOR THE RENEWAL PERIOD. p�an is altered or disabled without notification to Licensor,antl there is a resulting tlata
NO OTHER TERMINATION OF THE AUTOMATIC RENEWAL PROVISION IS loss,an additional charge may be incurred for requested data recovery services.
AVAILABLE.UPON EXPIRATION OF THE LICENSED SOFTWARE,SOME OR ALL
OPERATIONAL FEATURES MAY NO LONGER FUNCTION AND NO SUPPORT d) Licensee agrees to provide Licensor with access to the licensed software and tlata
SHALL BE AVAILABLE. THE LICENSED SOFTWARE MAY BE REACTIVATED for the sole purpose of providing technical support. As a result,Licensee agrees to(1)
WITHIN 30 DAYS BY PAYMENT OF THE OUTSTANDING SOFTWARE maintain a working connection to the internet, (2) permit access through any
MAINTENANCE INVOICE PLUS THE REINSTATEMENT FEE IDENTIFIED ON THE router/frewall or perinit a Viitual Private Network-VPN connection to Licensee's network
COVER PAGE OF THIS AGREEMENT. and (3) allow access to a technical support requestor's workstation via Licensor's
workstation via Licensor's licensed TeamViewerT"" plugin or provide an equivalent
II. LICENSEE'S RIGHTS,OBLIGATIONS&REPRESENTATIONS alternative at Licensee's expense. In addition, Licensee agrees that all designated
a) Training for users, managers and other personnel is essential for efficient workstations shall meet at least the minimum requirements as specified in Exhibit B:
operation of the Licensed software. Licensee shall designate one employee as a (Requirements and Project Implementation Matrix) at the time of the initial
primary contact for each Licensed software application. The designee must have been implementation in order to accommodate the software version initially installed.
trained to use the Licensed software,must regularly use the system(s)and be primarily Licensee for local implementations further agrees to have completed installation of the
responsible for tlaily results/operation of the system(s). While designee may assign licensed software, the Microsoft°SQl tools and other mutually agreed requirements
follow-up on a request for service to another staff member, designee must initiate such as: Microsoft°Terminal Services,Citrix or other similar functionality. In the event
contact with Licensor's support personnel and relate their questions or issues. Designee Licensor deems such remote access necessary,Licensor shall request confirmation that
shall coordinate and/or tesUverify all configurations including but not limited to:general required access (one of the options Iistetl above)is available. Upon receipt of such
ledger accounts, rates,rate types billing &charge groups. In addition,designee shall confrmation, Licensor shall attempt remote access. If remote access is not functional
coordinate availability of necessary IT staff for software updates antl installation(when despite Licensee's confrmation of functional remote access, Licensor shall provide
required by your local policy). Licensor untlerstantls that staff turnover is inevitable. remote access verification services free of charge for one time during each annual
Should a change to the tlesignee be required,a proposed designee shall meet at least agreement. Should Licensee require remote access verifcation services in excess of
one of these requirements 1)be well trained by the previous trained designee(passage the one free service, Licensor will request approval to invoice for such services at the
o(a test on software functionality may be requirec�2)have scheduled/received onsite or rate in effect at the time of service prior to provitling such remote access verification. In
remote training from Licensor at current rates or 3)agreetl to regularly attentl Licensor's the event remote access is not and will not be available in the course of Licensor's
annual user conference(only if conference is scheduled to occur within 3 months of the attempt(s) to provide 5oftware Maintenance, Licensee understands that Licensor's
proposed designee change as training is crucial to smooth operations). Once at least ability to provide support will be severely limitetl and an additional service surcharge
one of the above conditions has been inet, please contact Licensor to obtain the may be applietl to the Software Maintenance Agreement to account for the additional
designee change form for subsequent submittal to Licensor. Such training is neither costs incurred to provide such additional support. Should Licensee desire emergency
available nor appropriate via customer support lines. Licensee acknowiedges that support, on-site support services are available at Licensor's current support rate plus
uptlates/version releases/patches made available to Licensee from time to time are an expenses for each partial or full day required to provide Software Maintenance.
integral part of the overall performance and value of the Licensed commercial configured e) To minimize�icensee costs,to eliminate any requirement for manual update of
software.For local implementations,Licensee shall make a good faith effort to 1)install validation antl/or zip plus four(4)codes,to allow for other on line validations(such as
all software uptlates/version releases/operating system patches in a test environment contractor's license,sales tax permit,pet microchip owner information retrieval,etc.)and
for thorough evaluation and testing prior to deployment in a production environment. to maximize uptime of zip plus four(4)&Licensed software validations, the Licensed
And 2)install the tested upgrades/version releases/operating system patches promptly software should optimally be confgured for secure internet access to the Licensor
after completion of testing occurring no later than nine(9)months from the date such designated internet address. Consequently users of the Licensed software that is locally
updates are matle available by Licensor. If the corrective nature of software upgrades implemented may periodically obtain the latest zip plus four (4) data and validation
are not promptly reviewed and/or the sofhvare upgrade installed shortly after notification codes. Absent this configuration,to obtain automated zip plus four(4)functionality,for
of availability from Licensor, Licensor staff shall NOT provitle further support (i.e. tocal implementations,Licensee must purchase a zip plus four(4)data subscription from
workarounds) relating to any issues where Licensor has offered Licensee a Licensor and designate staff to install such zip plus four (4) updates every two (2)
recommended resolution that requires implementation of a software update. Further as months. Failure to prompUy update zip plus four(4)data for local implementations will
software versions oltler than one year are more expensive to support,when appropriate cause disruption of the zip plus four (4) functionality. Furthermore absent internet
an obsolescence surcharge may be added to the next support invoice. access or maintenance of a current data subscription from licensor, the automated
b) 5oftware corrections are defned as: Licensor software updates as well as validations provided at the time of installation shall cease and all such validations will
specified operating system patches. Licensee agrees to implement sofhvare corrections need to be performed manually.
that have been identifed as necessary by Licensor and to ensure that the requiremenis � Network Performance: Licensee understands and acknowledges that network
identified in Exhibit B: (Requirements)are met by all machines intended to execute the performance is solely the responsibility of Lir,ensee. Should any questions arise as to
Licensetl software. Licensee understantls that sofiware corrections are typically Whether a performance issue is software or network related,Licensee agrees to direct
AGSOFTMT(4.2) Page 3 of 6
I'IiOG'RE�'3'dTf��'OL�I�'IONS'IIVC: �XHI�IY A: �O�TWARE
MAINTENANCE AGREEMENT
staff, a Licensee retainetl consultant or Licensor (at Licensee's cost) to evaluate and the duration ot these communications and B) periodically transmit surveys to
network/software per(ormance. Such network evaluation shall utilize"Network Sniffer" Licensee for evaluation of the software,support antl other services.
or equivalent tools to facilitate generation of quantitative results. Licensee agrees to b) Maintenance Services: Upon receipt of notification from Licensee's tlesignated
request&incorporate Licensor's recominendations in the network evaluation work plan. support representative(s)of an apparent error in any supportetl release of the Licensed
Licensee further agrees to transmit the results of such work to Licensor for review and to software, Licensor will use commercially reasonable efforts to promptly investigate the
withhold publication of such results until after implementation of all Licensor issue and determine whether or not there is in fact an error and advise Licensee that
recommendations. Requests of Licensor for performance troubleshooting (such as either an error tloes not exist or confrm that one tloes exist antl what if any work-around
speed and network connection issues) in which Licensor receives prior written exists. Errors will be tleemed to be any tlesign or programming error in the Licznsed
authorization to collect factual data and subsequently presents a determination that software which prevents the Licensed software from substantially complying with the
performance issue(s)is/are network related will be billed at the rates in effect at the time functionality as set out in the user tlocumentation(on-line or hard-copy)dzlivered with
of service. the Licensed Software and which materially affects the use,function or performance of
g) Licensee assumes any and all responsibility and liability for 1)any motlification to the Licensed Software. When errors are confirmed, Licensor will use commercially
the Licensetl software and/or database structure not made by Licensor(i.e.changes to reasonable efforts to correct such errors and provide Licensee with a correction or
Crystal reports, additions or deletions of data base tables, feltls, etc.) antl 2) any service pack for the Licensed Software as soon as it is practical in Licensor's sole
motlification to the Licensee's data which is not matle by Licensor or the Licensed tliscretion.
software. ir,arter providing correciive maintenance, Licensor deiermines that an error cj Assignmeni or Nrioriiies ror �upport issues: ivew support incidents are
condition is not a Licensed soflware error or that the error condition results from either assignetl one of the following four priority levels, each with its respective stantlartl
condition 1 or 2 above,Licensee agrees to pay Licensor for the reasonable services so com letion tar et:
provided at the rates in effect at the time of service plus reasonable expenses. call Description Standard
h) CaII Monitoring:�icensee may monitor and record any calls between Licensee Priorit Com letion
(inclutling tlesignatetl Sub-Agencies)and Licensor. A-System Fatal issues that result in Licensee's inability to fulfill critical business Within 12
i) PCI Compliance:While Licensor's payment processing solutions are designed to oown runctions(i.e.those pertaining to core tunctionality sucn as billing and hours
CISP (Cardholder Information Security Program)&PCI (Payment Card Industry Data recei tin &that have no reasonable work-around.
Security Stantlard) guidelines, Licensee understands that Licensor's PCl/PADSS B-Urgent Serious issues signiticantly impacting use of Licensed software but do Within 24
compliance and certification does not automatically result in Licensee compliance. not revent core tunctions detined above from bein rultilled. hours
i,,, ....i,..,.,.e,.a,.,.,.��,.,<<,. ,.�icom�i.. ._...r,.....,, i:.. ..:a., r_ra„�m�i eu��ho.�����o� o onf thnm rl�ccilod��n n,,,.n mr�n�.,�a
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staff withPPCivsecurity training antlPensure that staff actions maintain compliance. hours
L'Icensee understands that local PCI compliance is not possible without Licensee's D—Low Issues with minimal impact on operations requiring incommensurate None
internal staff effort to achieve such compliance. Licensee accepts their critical role in suppon effort. (work will be performed on a best ehorts basis when
maintaining compliance as requiretl by Visa, MasterCard, etc. Licensor accepts �equesis with higher piiorities do not take precedence.J Issues sucti as
responsibility for facilitating suCh compliance by neither encouraging the storage of credit proposed eleclive confguration changes that are by nature not time-
sensitive and may be undertaken as planned Licensee service
card data via non-secured methods nor configuring the system for the express purpose initiatives outside the scooe of this aareement
of retammg such information. It is Licensee's responsibility to assure that all other 3rtl
party partners/vendors as weii as their own internal operations staff facilitate compliance Licensee may request a ranking of the call priority when initially reporting khe incident.
in their specific areas of process control. Should there be any disagreement over the priority assigned to a particular incident,or
j) Software License Expiration:Upon expiration of the software license pursuant to any other aspect of its handling by Licensor's support staff, Licensee's designated
Section II of this agreement, Licensee shall discontinue use of Licensor's representative is encouraged to speak tlirectly to the support representative dealing with
database/structure, software & related electronic forms as tlescribed in Section V- the issue in order to arrive at an acceptable solution. In cases where escalation is
Default. desired or necessary,please contact the Support Services Supervisor with any concerns
you may have.
III. LICENSOR'S RIGHTS,OBIIGATIONS&REPRESENTATIONS d) Excluded Services:Without limitation,the following services are exclutled from
a) Support Services: During the term of this Agreement, Licensor shall make Software Support:
available to Licensee without additional charge any updates and/or minor enhancements
to Licensed software, data or data structures, which Licensor releases. In addition, 1. Those required to remedy problems that stem from changes to or defects in the
Licensor shall provide Licensee with unlimited support services(via telephone,facsimile, initially installed/approved system configuration or in subsequent
remote internet connection, email and/or mail communications) for ongoing problem modified/approved Licensor system confgurations;
resolution to assist the person(s)tlesignatetl by Licensee(or an alternate in the absence 2. Those requiretl to remedy problems which do not stem from any tlefect in the
of the designated caller). It may include but is not limited to requests for service Licensetl Software
regarding operation (including requests for assistance with workstation accessory 3. Those requiretl to remedy issues resulting from untrained or inadequately trained
hardware purchased from Licensor), installation, updates, atlministration & general Licensee staff.
technical assistance requested by Licensee's designee(s). The designee(s)shall know 4. Those required remedying problems caused by:
the Licensed software,use the Licensed software and be responsible for the results of a. improper use of the software
their effo�ts. Such support also includes"Limited,4ssistance"with the items listed below, b, unauthcrizzd modifcations to Licznsor's data structure/configuration
providetl such assistance may be provided in ffteen(15)minutes or less: c. modifcations to Licensee's data without use of Licensor approved methods
1. Training (especially of untrained personnel),assistance with report customization (i.e.application programrning interfaces-AP�.
and searching of tlata within the Licensed software,and 5. Report rewrites requiring more than 15 minutes after approval of initial report
2. Assistance to isolate the source of problems and/or to troubleshoot tlifficulties customization(s).
resuiting from sources other than Licensor's provided products or services, 6. Any & all hardware support, maintenance or troubleshooting issues, except as
such as: describetl in Section IV(a)regartlless of the source of such hardware.
� Virtualization antl/or Remote Access configuration&setup e) Limited Warranty of Service: Licensor warrants that aIl maintenance services
• Personal Computer setup,configuration&optimization provided hereunder will be performed in full conformity with this Software Maintenance
• Basic Microsoft WindowsT""functionality Agreement,with the skill&care which wouid be exercised by those who perform similar
• pe•sena!Compute�u hartl�r!are troub!eshooting SPn/ICPS �t tne t�mP thA �anr�e� �rP pArfermed, and ir. 0rrpr�lanre �niith B�Cop�Ad
• General network support(i.e.network access,printing,backup&restores) industry practice. The following actions shall void ali maintenance antl support
m Network operating system confguration&functionality obligations of this Software Maintenance Agreement:
• Data corruption due to lack of disk space or backup failure;antl . Use of any non-authorized application or support tool that motlifies data in the
• Loss of supervisor or other password database,whether created by Licensee or another party.(Licensor regularly engages
But expressly exclutles any services or assistance relating to database or 3�d party mail in custom projects to accomplish such objectives and is pleased to do so.)
services issues, unless purchased via an addendum to this agreement. "Limited • Use or creation of any application that competes with or replaces a module available
Assistance"in excess of fifteen(15)minutes per call will be billed at the rate in effect at from Progressive Solutions Inc. to work with either the licensed application or the
the time of service. Prior to and as a condition of Licensor's right to bill for such"Limited licensed application's database
Assistance", Licensor shall inform Licensee that the free support is over and that any In the event of a breach of the express warranties contained herein and/or in the event
additional support will be billable. Licensor reserves the rights to:A)limit the number of non-performance and/or failure of Licensor to perform the services in accordance with
AGSOFTMT(4.2) Page 4 of 6
PROGRESSIVE SOLUTIONS INC. EXHIBIT A: SOFTWARE
MAINTENANCE AGREEMENT
the Agreement,Licensor will,at no cost to Licensee,re-perform or perform the services subsequent renewals of this Agreement. Upon expiration of this Agreement, Licensee
so that the services conform to the warranties. may offer antl Licensee may purchase continued Software Maintenance on a periodic
� Nothing contained in this Agreement shall be construed to obligate Licensor to basis.
provide any services whatsoever subsequent to the expiration of this Agreement or any
IV. SUPPORT FEES AND PAYMENTS
Payment for'Software Maintenance' services is due in advance and non-refundable. 'Software Maintenance'services will not be provided until such advance payment has been
received. Licensor agrees to provide at least 90 days prior written notification prior to implementation of any annual fee change. Any annual fee change shall not become effective until
the frst day of any annual extension.Maintenance for Revenue Enhancement functionality is excluded from any and all caps.
Should Licensee terminate this agreement at any time after the most recent automatic renewal and cease all use of the Licensed software post expiration of the Licensed software,both
parties agree that any billed and/or unpaid annual maintenance invoice amount submittetl to Licensee prior to the automatic renewal shall be immetliately tlue antl promptly payable.If
payment is not received by Licensor within 30 tlays from invoice tlate or 60 tlays post expiration of Licensee's right to use the licensed software(whichever is earlier),a late fee of 10%
of the invoiced amount shall also be due and payable. If Licensee continues use of the Licensed software for more than 60 days post Licensee's right to use the software vaithout
payment antl absent alternate written arrangements,Licensee shall remove the licensed software per the provisions of the Default Section(V)of this agreement.
To encourage Licensees to receive the benefts of the latest Software Maintenance Agreement, Licensor offers a 30 day Software Maintenance payment extension to Licensees that
sign and return the Licensor provided Software Maintenance Agreement renewal without alternations to Licensor prior to expiration of each Software Maintenance term. Unless
Licensor has received a newly signed Software Maintenance Agreement(to extend the payment due date)prior to the software expiration date, a reinstatement fee based of the
delinquent maintenance balance(identified on the cover page of this agreemenf)shall be due for failure to tender payment either by the original expiration tlate or by the Licensor
extended tlue date obtainetl by signing the new Maintenance Agreement. Further any payments not received by Licensor within 30 days from the invoice date,original contractually
specified expiration or by any Licensor extended due date shall in addition to the reinstatement fee be subject to a finance charge of.05%per day from the support expiration date up to
antl including the date payment is received.
V. DEFAULT been tendered which verifies that any misrepresentation(intentional or unintentiona�
has been rectified.
(a) In the event Licensor or Licensee fails to exercise tlue care (defaults)with
regard to its obligations under this Agreement, and has not remedietl such tlefault VI. GENERAL PROVISIONS
within 30 days after the date of written notice by the non-defaulting party,then the (a) The Licensed software is subject to design and operationaf changes to allow for
non-tlefaulting party shall be entitled to exercise any one or more of these remedies: the use of new technologies antl to correct known bugs as they are brought to the
1. The non-defaulting party may terminate this Agreement,accelerate all amounts attention of the Licensor,either by the Licensor's own quality-control mechanisms or
tlue and unpaid hereunder such that all amounts will become immediately due by the Licensee.
and payable. (b) Licensee acknowledges that the Licensed software is of such complexity that it
2. Suspension of Obligations: The non-defaulting paity may suspend may have inherent defects and agrees that as Licensor's sole liability for such inherent
performance&observance of any or all its obligations under this Agreement, defects and as Licensee's sole remedy for such inherent defects, Licensor will
without liability, until the other paity's default is remedied. However, Licensee provide, during the term of this Agreement, all reasonable software maintenance
may only suspend its obligation to make payments for Software Maintenance services arisinq from a hosted antl/or unaltered localiv implemented version of the
and other Services provitled a written'Notice of DefaulP has been transmitted to delivered Licensed software to correct 1)documented programming or documentation
Licensor prior to the most recent automatic renewal date. At such time as the errors reported by Licensee and 2) failure of the Licensed software to meet the
noticed default has been remedied, such suspentled payment shall be specifications identified in the electronic documentation provided with each release of
immediately released to Licensor. the so(hvare.
3. If Licensee is the tlefaulting party,Licensor may allow the Licensetl software to (c) Software maintenance is offered by Licensor to ensure that Licensee receives
expire without demand or notice,without court order or other process of law, the quality support necessary to remain a highly satisfed customer. Suppoit is
and without liability to Licensee for any damages occasioned by such expiration offered for Licensed software antl minor motlifications to forms designed and/or
of the Licensetl software. created by Licensor to operate with the released software. Licensor utilizes Seagate's
4. The non-defaulting party may pursue any other remedy available at law or in Crystal Report Writer"' to create most reports and forms. To ensure maximum
equity, including injunctive relief. While an attempt at good faith Metliation flexibility, customers have the option to independently design, create and maintain
participation per Section XI (� of the 'Software antl Services Agreement' is additional forms, mailings, and/or reports. Licensor's annual software maintenance
required in order for either party to collect any costs of litigation,therefore it is does not inclutle technical support for user written Crystal Reports"'or for minor
mutually agreed that any 'Notice of DefaulP transmitted to Licensee shall be individual modifcations to accepted/completed forins that require more than 15
deemed adequate notification of a Licensor claim to protect its private minutes technicai support. However, Licensor is pleased to offer such support on a
intellectual property per Califomia Government Code Section 905.1 (or similar time expended or fxed fee basis(should complete written speci6cations he available).
code sections from any state where the soRware has been installed).
(b) Removal of Licensed Software:For local implementations,upon 30 days from �d) AII documentation, programming and/or motlifcations shall be delivered via
tlemantl by Licensor inatle pursuant to the default provisions (Section V) of this remote telecommunications from l.icensor's place of business, to or through the
agreement and/or the corresponding Software License Agreement pertaining to local Licensee's computer. Licensor shall not provide Licensee with possession of any
licensed software implementations, Licensee shall discontinue use of Licensor's tangible personal property such as storage media. Licensee shall reimburse Licensor
database/structure, software &related electronic forms. In addition, Licensee shall for any state and or local requirements,which Licensor must meet or obtain to provide
provide Licensor with written confrmation that:I)all previously licensed components services under this Agreement(e.g.business licenses,additional insured statements,
have been erasetl antl copies no longer reside on any computer system maintained sales tax,etc.).
or operated by:Licensee,Licensee's staff members,or Licensee authorized 3�a pany (e) No action regarding services or deliverables, regartlless of form, may be
vendors 11)all backup tapes which contain a copy of Licensor's proprietary property brought more than one(1)year after the first to occur of either 1)the conclusion of
shall be securely maintainetl with the same care as other confdential data and services antl/or tlelivery of any deliverables arising from this or the Software License
ovenvritten as part of the norma) backup plan after execution of the transmitted Agreement, or 2)such party's knowledge of the event giving rise to such cause of
Licensor's"Confirmation of Proprietary Rights and Destruction"III)no attempt shall be action. This limitation does not apply to confidentiality obligations or to software
made to restore Licensor's proprietary property from backup tapes and IV)no breach license rights.
of confidentiality relating to Licensor's intellectual property has occurred. Licensee (fl Notices:AII notices and other communications required or permitted to be given
agrees to complete and transmit Licensor's'Confirmation of Proprietary Rights and or made pursuant to this Agreement shall be in writing and deemed delivered one(1)
Destruction'to Licensor within 30 days from expiration of the licensed software unless day after being sent by a nationally recognizetl overnight courier service or three(3)
an alternative written agreement has been executed. Failure to transmit such days after being sent certified U.S. mail, return receipt requested, postage prepaitl.
statement prior to the 30 day due date shall result in a $1,000 charge for each All notices will be given to the designated contact at the address indicated in this
subsequent 7 day period until such statement has been provided. Should any Agreement.
representation provitletl via a transmitted 'Confrmation of Proprietary Rights and �9� Should any conflict arise with any other unilateral writings of either party,this
Destruction'subsequently be found not to be true,the weekly penalty provision shall Agreement shall govern.This Agreement and any written modifications,amendmen(s
apply as if the statement had not been provitletl until the date subsequent proof has or addenda, executed pursuant to this Agreement constitute the entire agreement
between the parties and supersede all negotiations and other proposals, oral or
AGSOFTMT(4.2) Page 5 of 6
�'�ZOGIt�.�'�'IV�.�'OL�I�'ION,�IIJC: EXHIBIT A: SOFTWARE
MAINTENANCE AGREEMENT
written,and all previous and current negotiations and other communications between of which is expressly excluded. This Agreement may be signed in several
the parties pertaining to the subject matter herein. Any payment relatetl obligations counterparts,each of which shall be tleemed an original.
that occur one year after execution of this agreement shall be construed in Any controversy or claim arising out of or relating to this Agreement or the breach
accordance with and governed by Federal or state law where any resulting action is thereof, may be settletl by arbitration, if agreeable to both parties at in accordance
fletl. AII other obligations set forth in this Agreement shall be construed in with the rules of the American Arbitration Association,antl jutlgment upon the award
accordance with and governed by Fetleral law or the laws of the state in which the rentlered by the arbitrator(s)may be enteretl in any court having jurisdiction thereof.
software is situated,except when software(icenses are granted for use in the st�te of �h) Any change or revision to the terms antl contlitions hereof shall be made by
Louisiana or in countries such as Canada or Mexico�,vhere the laws of California!��ill written amentlment and shall be executetl by persons authorized to do so by the
apply. When California law applies,the Court of Orange County,California shall have respective parties. No changes in specifications, requested or suggested by either
non-exclusive jurisdiction aver alI disp�ites relating to this Agreement.This Agreement party,shal!be made except by written agreement of both parties.
will not be governed by the conflict of law rules of any juristliction or the United Congress enacted the Electronic Signatures in Global and National Commerce Act
Nations Convention on Contracts for the International Sale of Gootls,the application (E-Sign Act)on June 30,2000,to validate the legality of electronic contracts. Shoultl
either party receive a document signed with a valid electronic signature, such
documents shall be accepted as if they were signed with a pen.
AGSOFTMT(4.2) Page 6 of 6
PRocRcssivcSol u�io�vs'�' ADDENDUM: LICENSEE'S RIGHTS,
PS'I-1losred OBLIGATIONS & REPRESENTATIONS
Licensee has elected Licensor's Fully Hosted Offerinq that 4. MasterAccount Data(Accountnumber,Name,addresses,and
includes: other related fields), Contacts (people or entities associated
• Microsoft Azure Cloud Services for the data antl with master accounts), Notes (dated staff comments about
application accounts), Payments(dated payment detail for each account)
• Well known reliable uptime and monitoring. Permits(subsidiary taxes related to a master account),photos
Securetl Socket Layer encrypted communication and scanned documents are the exciusive property of
• Hardware that is and remains fully compliant with licensetl Licensee. Log files, configurations, intlices, data values
• software generated automatically by the Licensed software antl all other
All worry free,automated Data Back-ups, data are the exclusive property of Licensor. When Licensee
� data is not hosted by Licensor and resides on a Licensee
• Ability to promptly atljust computing resources to tlevice, access to, management and control of access to
accommodate increases/decreases in citizen demand. Licensor's tlatabase/tlata structures (and Licensee's data
• Instant ability for Licensor to provitle assistance as well as within) shall be the sole obligation and responsibility of
seamless enhancements. Licensee.
• Virtually eliminating the(cost associatetl with antl)burden 5. Customization of the Licensed software shall be limited to
to Licensee Information Technology staff resources! motlifications and enhancements that will not limit Licensor's
• Vastly reduced Licensee PCI compliance burden ability to support the protluct through stantlard releases.
1. To the extent permitted by any pertinent transparency Licensed functionality shall inclutle the ability to access/export
legislation (such as a federal, state or local Public Records Licensee owned data as defined in the paragraph
Act), Licensee will preserve the confitlential nature of the above. Upon request and at adtlitional charge, Licensor may
Licensed software, `Confidential Information', and related produce a backup copy of all PSI hosted scannetl documents.
metlia. Further, Licensee shall not transfer or make copies, 6. Training for users, managers and other personnel prior to
including partial copies or updated versions thereof,except for going live is essential for efficient operation of the Licensetl
internal reference, archive or backup purposes. software. Licensee will tlesignate one employee as a primary
2. Because of the confidential nature of the goods and services contact for each Licensed software application. The tlesignee
supplied untler this Agreement, it is agreed that the Licensee must have been trained to use the Licensed software, must
will not sell,give, or lease the software or related'Confidential regularly use the system(s) and be primarily responsible for
Information' (fo the exfent permitted by a pertinent federal, tlaily results/operation of the system(s). Once system is used
state orlocal Public Records Act)about any of the'Confidential for live tlaily activities, tlesignee may assign follow-up on a
Information' or capabilities of the provided software to any request for service to another staff member. However,
other firm or person or group without the express written designee must initiate contact with Licensor's support
approval of Licensor or make any use thereof other than as personnel and relate their questions or issues. Designee shall
expressly permitted under this Agreement.Licensee will further coordinate and/or test/verify all configurations including but not
use its best efforts to maintain the security thereof. It is limited to: general ledger accounts, rates, rate types billing &
mutually untlerstood that since 1979 Licensor has invested charge groups. In addition, designee shal) coordinate
millions of dollars to produce antl refine the product(s)licensed availability of necessary IT staff for software updates and
via this agreement. Should Licensee provide or allow any installation (when required by Licensee's local policy).
unauthorized third party access to any Licensor's'Confidential �, Neither Licensee nor Licensor wish to incur additional time,
Information' antl/or 'Trade Secrets' Licensee may have effort&/or costs for Licensor to get staff back up to speed with
obtained, Licensee shall be liable for damages. In addition Licensee's data migration. Should Licensee purchase data
Licensee agrees not to contest or tlo or aitl others in contesting migration services for any product, Licensee acknowledges
or doing anything which impairs the validity of any proprietary that data migrations are a cooperative effort that without
and intellectual property rights, titie or interest of Licensor in committed&conscientious cooperation,any data migration will
antl to any of Licensor's software. It is agreed, however, that be needlessly delayed. Up to 30 hours of Licensor effoit are
such information and capabilities which Licensee can show to included with each purchased/authorized data migration. To
be in its possession prior to receipt of any disclosure by date most previous data migrations have been fully
Licensor shall not be subject to the provisions of this section, accommodatetl within those 30 hours. However, when
3. Should Licensee anticipate termination of software Licensee staff or contractors tlelay migration andlor add
maintenance (and use of a Licensed application), Licensee requirements for customized data modification/cleanup not
shall either extract all required Licensee data from Licensor's part of the approved specifications, such additional services
tlata structures as Excel, csv or flat files (to prevent theft of will be provided post approval antl bilied either on a time antl
code fhat resides within Licensor's database) via any reatlily materials basis (at the rate in effect at the time of service-
available tools prior to expiration of the relevant application's Currenfly $195/hour) or via a fixed price quote. Licensee
software maintenance or authorize specific data extraction accepts full responsibility to provide:
services from Licensor for a nominal fee (these services a. For each Licensetl software protluct a tlesignatetl
reduce the chances of confidentiality breaches) prior to contact who has been directed by management to devote time
destruction of the implemented licensetl software antl tlata to this project as a high priority, is intimately familiar with the
structure. Licensee agrees that the software/components existing data/software/operations and has been empowered to
furnished by Licensor antl all copies and versions thereof made make tlecisions regarding implementation, configuration and
by the Licensee are and shall remain the sole property of forms tlesign.
Licensor.
Last Modified 10/1/2018 Page 1 of 3
�nocnEss,vc�'aLur�o�vs''' ADDENDUM: LIC�NSEE'� RiGHT�,
PSI-Hosted OBLIGATIONS & REPRESENTATIONS
b. Licensor with one balance calculation (or one balance due issue(s) that the Licensor correction(s) was/were offered to
amount)for all accounts with non-zero balances that Licensee address. It is highly recommended that Licensee staff regularly
tlesires to migrate. (Experience migrating other systems has attend P51 annual user training/conferences so staff may learn
taught us that many other systems have more than one way to of,receive training on and take full ativantage of accumulated
calculafe a"true"balance which may or may not correlate with new features and functionality. It is vital that at least one
historical financial transactions.) Licensee staff inember for each Licensed product attentl a PSI
c. Complete and consolidated migration data to Licensor user conference at least every 5 years.
transmitted in their entirety at one time in a consistent ?0. Licensee may use remote assistance technologies to share an
computer reatlable format (with understandable field labels active session without obtaining any additional licenses for the
which clearly identify the field contents). Unless otherwise software. Remote assistance allows a support technician to
mutually agreed in writing,data will be transferred as is without connect directly to a user's computer, usually to correct
manipulation or alteration. problems.
rul �I�t�f���`��n i�I��on����hui`��on�oo'�m�y�'ui.�.0�.u'iu IS�iiii�i ��. �iwii$�i,uiiu�i.�ii'uiiu.i?.�iiu uC�iivvviBuycS iii'ai iiiiciiicu�iicivvvin
available or has been transmitted to Licensor. performance is solely the responsibility of Licensee. Should
e. Functional remote desktop sharing as described in the "Most any questions arise as to whether a performance issue is
Cost Effecfive Access" below which may be initiatetl by software or network related, Licensee agrees to direct staff, a
Licensee's designated staff inembers at their workstation at Licensee retained consultant or Licensor(at Licensee's cost)
least until the go live date and for the duration of any to evaluate network/software pertormance. Such network
approved customization projects. This functionality is evaluation shall utilize"Network Sniffer"or equivalent tools to
essential to facilitate efficient review of the tlata by Licensee facilitate generation of quantitative results. Licensee agrees to
and to provide instruction on the Licensetl software by request & incorporate Licensor's recommendations in the
�:...._...._
���C�����, iieiwuiK eveiudiiuii wuik �iiaii. Liceiisee iutiite� ayrees io
f. Review of the migrated data and notification to Licensor in transmit the results of such work to Licensor for review and to
writing of any data/configuration issues relating to each 15�tlata withhold publication of such results until after implementation
migration no later than either: 1) 30 days (or less if specified of all Licensor recommendations. Requests of Licensor for
otherwise in an attached Scope of Work)from the tlay Licensor performance troubleshooting (such as speed and network
has notified Licensee that the 15t miqrated data became connection issues) in which Licensor receives arior written
available for Licensee review or 2)Licensee prior to the go live authorization to collect factual data and subsequently presents
date provitles Licensor with a written acknowletlgment that a tletermination that performance issue(s) is/are network
Licensee has completed their review antl accepted the data as related will be billed at the rates in effect at the time of service.
migrated by Licensor. 12. Licensee has no obligation to give Licensor any suggestions,
g. Prompt verification that requested corrections have been comments or other feedback ("Feedback") relating to the
completetl to Licensee's written specifications or automatic Licensed software. However, any Feedback Licensee
acceptance of any corrections absent written documentation to voluntarily provides may be used in Licensor Products,
the contrary 7 days from the tlate Licensee was notified of the marketing, related specificaticns and/or other documentation
availability of any specific correction. (collectively, "Licensor Offerings")which in turn may be relied
If after the 30 day review period (or receipt of written upon by other third parties to tlevelop their own products,
acceptance by Licensor) Licensee requests program or data services or technology("Third Party Products").Accordingly,if
changes that coultl have been requested during review of the Licensee gives Licensor Feedback on any version of Materials
1S� migrated data, upon mutual written agreement Licensor or Licensor Offerings to which they apply,Licensee agrees:(a)
shall respontl antl correct such issues on a time antl materials Licensor may fr2ely use, reproduce, license, tlistribute, and
basis. Licensee agrees that addition of calculations(especially otherwise commercialize Licensee's Feedback in any Licensor
balance), form revisions, migration data (such as additional Offering; (b) Licensee may also grant third parties, without
records or tables not originally provided) or changes to the charge, only those patent rights necessary ia enable Thii�d
format of the migration data may result in a delay of product Party Products to use,implement or interface with any specific
implementation and shall result in additional time and materials parts of a Licensor Product that incorporate Licensee's
charges. In the unlikely event any previously reported issues Feedback; antl (c) Licensee will not give Licensor any
resurface, such reoccurrence(s) shall be corrected without Feedback(i)that Licensee has reason to believe is subject to
additional charge. any patent,copyright or other intellectual property claim or right
8. Licensee agrees that all desiqnated workstations shall meet at of any third party; or(ii)subject to license terms which seek to
(east the minimum requirements (specified via fhe require any Licensor Offering incorporating or tlerived from
http://proqressivesolutions.com link in the footer referred to as such Feedback, or other Licensor intellectual property, to be
`RequirementsExhlbit E3) at the time of the initial licensetl to or otherwise shared with any thirtl party.
implementation in order to accommodate the version of the 13. While Licensor's software payment processing solutions are
application initially installed. tlesigned to CISP (Cardholder Information Security Program)
9. All implementations shall automaticaliy receive software & PCI (Payment Card Indusfry Data Security Standard)
corrections. Software corrections are defined as: Licensor guidelines, Licensee understands that Licensor's PCl/PADSS
software updates as weil as specified operating system compliance and certification does not automatically result in
patches. Failure to maintain the specified publishetl Licensee compliance. Licensee acknowledges that to
requirements shall relieve Licensor from any and ail'Software maintain CISP/PCI compliance, Licensee must provitle staff
Maintenance'responsibilities relating to any Licensee reportetl with PCI security training and ensure that staff actions maintain '
Last Modified 10/1/2018 Page 2 of 3
PnocR�sstv�Sof�i�oNs" ADDENDUM: LICENSEE'S RIGHTS,
I�SI-I/o.r�ed OBLIGATIONS & REPRESENTATIONS
compliance. Licensee understands that local PCI compliance complete fulfillment of its duties would likely require "the
is not possible without Licensee's internal staff effort to achieve Retained Partv"to reveal,make iudgment on,or otherwise use,
such compliance. Licensee accepts their critical role in anv confitlential business information or trade secrets of
maintaining compliance as required by Visa, MasterCard, etc. Licensor to which"the Retained Partv"had access(especiallV
Licensor accepts responsibility for facilitating such compliance internal unpublished software support concepts).
by neither encouraging the storage of non-securetl cretlit card if Licensee has breached the above restriction by retaining
data nor configuring the system for the express purpose of (hiring orcontracting with)an individual in a position in or under
retaining non-secured private information. It is Licensee's the tlirection of any tlepartment where one or more staff
responsibility to assure that all other 3�d party partners/vendors members utilize Licensor's software, Licensee shail at
as weli as their own internal operations staff facilitates Licensor's sole option shall forfeit the above identified license
compiiance in their specific areas of process control. for use of Licensor's software upon Licensor's providing written
14. Non-Interference/Non-Solicitation/'Trade Secrets': Each party notification of saitl license termination to Licensee. Untler no
agrees that, during the period that Licensor is providing circumstances shall any retained individual divulge Licensor
services hereunder ("Services Period") and for a period of 'Trade Secrets'. Any damages paid untler this clause shall only
twelve (12) months following the termination of such work be for breach of this non-interference/non-soliciation clause.
("Post Services Period"), neither party will, except with the Such damages paid shall not waive any other remedies that
other party's prior written approval,directiy or intlirectly through may exist under any other statute for misappropriation of
a third party,solicit, hire or contract with any employee, agent Licensor's'Trade Secrets'.
or staff member of such other party ("the Retained Party")
tlirectly or intlirectly for any position where the loyal and
Last Modified 10/1/2018 Page 3 of 3