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CONTRACT 6268 Maintenance and Repair AgreementAgreement No. 6268 SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement ("Agreement") is entered into between Crossroads Software, Inc. ("Vendor") and the City of El Segundo ("Customer"). 1. Scope of Agreement During the term of this Agreement, as set forth in Section 2, Vendor agrees to provide Customer standard maintenance, custom enhancement, on -site support, and training services, as set forth in Sections 3, 5, 6, and 7, for the computer programs and user manuals listed in Exhibit A to this Agreement (collectively "Software"). 2. Term a. Effective Date: This Agreement shall take effect upon the installation and successful startup and acceptance of the Vendor's software and remain in effect for a one-year period thereafter. b. Renewal options: The Customer shall have the right to renew this maintenance agreement on an annual basis, at prices mutually agreed to by the Vendor and the Customer. Increases in annual maintenance costs shall not exceed 4% per year. c. Termination Date: This Agreement shall terminate upon the earlier to occur of (i) thirty days written notice from the City, (ii) the effective date of a subsequent agreement concerning maintenance services entered into between Customer and Vendor, or (iii) an event listed in Section 11 below. 3. Standard Maintenance Services a. Scope of Services. During the term of this Agreement, Vendor will provide Customer the following Standard Maintenance Services for the Software: i. Corrections of substantial defects in the Software so that the Agreement No. 6268 Software will operate as described by Vendor in the initial project scope. ii. Periodic updates of the Software that may incorporate (A) corrections of any substantial defects, (B) fixes of any minor bugs, (C) enhancements to provide additional features, and (D) updates to accommodate changes in the state and county court standards for traffic collision reporting, citation writing and changes to interfaces to other systems. iii. Telephone, email and web support, including dial -up support between the hours of 8:00 a.m. and 5:00 p.m., Pacific Time, Monday through Friday, excluding federal holidays, to assist Customer in using the Software. iv. Guaranteed response time for technical assistance of 4 hours when provided remotely; or 48 hours if required onsite at the City's facilities. vi. Online users guides in PDF format, for installation and specific user functions, b. Services Not Included. Standard Maintenance Services do not include: i. Charged -for -Enhancements that are offered, at Vendor's sole discretion, to Customers upon payment of an additional fee. ii. Custom Programming Services. iii. On -site support. iv. Training. v. Hardware and related supplies. 4. Charged -For -Enhancements From time to time, at Vendor's sole discretion, Vendor will make available to Customer Charged -for -Enhancements to the Software that Agreement No. 6268 Customer may license from Vendor upon payment of the license fee established by Vendor. 5. Custom Programming Services Vendor will provide Custom Programming Services to Customer, as agreed to in a written addendum to this Agreement, signed by both parties, that specifies the Custom Programming Services to be provided by Vendor and the fee for the services. Custom Programming Services shall include, but are not limited to, development of custom computer programs and installation, training, and maintenance with respect to such computer programs. 6. On -Site Support Vendor, upon receipt of a written request from Customer, will provide Customer On -Site Support at a mutually agreed time. Customer agrees to pay Vendor all reasonable costs associated with the provision of on -site support, including charges for (i) Vendor's personnel, (ii) charges for travel, lodging and miscellaneous expenses, and (iii) taxes pursuant to Section 9 below. 7. Training Upon receipt of a written request from Customer, Vendor will provide Training at a mutually agreed time at the Customer's facility. Customer agrees to pay Vendor all costs associated with this Training, including (i) charges for Vendor's personnel, which may include a surcharge for training conducted at Customer's location, (ii) charges for travel, lodging and miscellaneous expenses, and (Ili) taxes pursuant to Section 9 below. 8. Maintenance Fee b. Amount of Fee. Customer agrees to pay Vendor a Maintenance Fee, in the amount set forth in Exhibit A, plus any applicable taxes pursuant to Section 9 below, for Standard Maintenance Services provided by Vendor pursuant to this Agreement. Agreement No. 6268 d. Other Charges. Customer agrees to pay Vendor for Charged -for -Enhancements, Custom Programming Services, On -Site Support, and Training in the amount and pursuant to the terms set forth in the quotation provided for such services. 9. Payment Terms a. Due Date. Customer agrees to pay the Maintenance Fee to Vendor on or before the Maintenance Fee Due Date set forth in Exhibit A. Customer agrees to pay all other amounts due Vendor for services under this Agreement in accordance with the payment schedule set forth on the invoice for the services. b. Payment Terms. Payment shall be net 30 days in United States currency. c. Taxes. "Taxes" means all federal, state, local and other taxes, including sales, use and property taxes, related to this Agreement, Customer's use of the Software, or any services provided by Vendor to Customer related to the Software, excluding taxes based on Vendor's net income. 10. Obligations of Customer a. Customer Contact. Customer shall notify Vendor of Customers designated Customer Contact. To the maximum extent practicable, Customer's communications with Vendor will be through the Customer Contact. b. Installation. Customer agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Vendor. c. Facility and Personnel Access. Customer agrees to grant Vendor access to Customer's facilities and personnel concerned with the operation of the Software to enable Vendor to provide services. Agreement No. 6268 d. No Modification of Software. Customer agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent specifically authorized in the user manuals identified in Exhibit A or the prior written consent of Vendor is obtained. e. Error Documentation. Upon detection of any error in the Software, Customer, as requested by Vendor, agrees to provide Vendor a listing of output and any other data, including databases and backup systems, that Vendor reasonably may request in order to reproduce operating conditions similar to those present when the error occurred. 11. Termination a. Event of Termination. Vendor shall have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of Customer's Software License Agreement by either parry for any reason, and (ii) if Customer or its employees or agents violate any provision of this Agreement and Customer fails to cure such violation within thirty (30) days after receipt of written notice from Vendor. b. Procedure. Within ten (10) days after termination of this Agreement, Customer will return to Vendor, at Customer's expense, the Software and all copies thereof, delete or destroy all other Software copies, and certify, in writing by an officer of Customer, that the Software has been returned, all copies deleted or destroyed, and its use discontinued. 12. Ownership Customer acknowledges that Vendor owns all proprietary rights, including patent, copyright, trade secret and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software. 13. General Provisions a. Notices. All notices under this Agreement are to be sent by registered mail to the address below or to any other address as the party may designate: Agreement No. 6268 VENDOR: Crossroads Software 1:11c.. 210 W. Birch St. #207 Brea CA 9221 CUSTOMER: City of El Segundo 350 Main St. El SeglIndo, CA 90245 b. Assignment. Vendor will not assign or sublicense, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of Customer, which consent shall not be unreasonably withheld. c. Complete Agreement; Amendment. This Agreement and Exhibit A set forth the entire understanding of the parties with respect to the subject matter of this Agreement. Any amendment to this Agreement must be in writing and signed by both parties. d. Waiver. The waiver or failure of Vendor or Customer to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Governing Law. This Agreement is to be construed in accordance with the law of the State of California. Agreement No. 6268 AGREED:. VENDOR: Signature Jeff Cullen Name CEO Title 210 W. Birch St. 20Brea CA 92821. Address 02/02/2022 Date CUSTOMER: Signature Charles MAllory Name Director lnforrnation Technology Services Title 50 plain St. E1 Se undo CA 90245 Address a2, Date Insurance Approval: Hank Lu, Risk Manager APPi OVED AS TO FORM. CfATTORNEY� TH Ci►y Ciork City of El Segundo Agreement No. 6268 Exhibit A to Software Maintenance Agreement 1. Software Computer Programs: a. Site License for Crossroads e-Citation System b. Site License for Crossroads Collision Report Writing System 2. Effective Date: Upon successful installation, start up and acceptance of software. 3. Termination Date: Upon expiration date of annual agreement, unless renewed by the City, or terminated earlier in accordance with provisions in Section 11. 4. Annual Maintenance Fee: a. Site License for Crossroads Handheld Citation System - $1,500 b. Site License for Crossroads Collision Report Writing System - $0 5. Maintenance Fee Due Date: To be invoiced annually, due net 30 days from the beginning date of each annual agreement. Agreement No. 6268 ADDITIONAL TERMS FOR CROSSROADS SOFTW RE INC, AG . EM 1. INDEMNIFICATION. CROSSROADS SOFTWARE, INC. agrees to the following: A. CROSSROADS SOFTWARE, INC. indemnifies and holds City of El Segundo ("City") harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CROSSROADS SOFTWARE, INC. will defend City (at City's request and with counsel satisfactory to City) and will indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. B. Intellectual Property Infringement. Notwithstanding any provision to the contrary, CROSSROADS SOFTWARE, INC. will, at its own expense, indemnify and defend City against any claim that CROSSROADS SOFTWARE, INC.'s services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CROSSROADS SOFTWARE, INC. will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, City must (a) give CROSSROADS SOFTWARE, INC. prompt written notice of any such claim; and (b) allow CROSSROADS SOFTWARE, INC. to control, and fully cooperate with CROSSROADS SOFTWARE, INC. in the defense and all related settlement negotiations. City agrees that if the use of CROSSROADS SOFTWARE, INC.'s services or work product becomes, or CROSSROADS SOFTWARE, INC. believes is likely to become, the subject of such an intellectual property claim, City will permit CROSSROADS SOFTWARE, INC., at its option and expense, either to secure the right for City to continue using CROSSROADS SOFTWARE, INC.'s services and work product or to replace it with comparable services and work product. C. For purposes of this section "City" includes the City of El Segundo and its elected and appointed officials, officers, employees, and volunteers. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 2. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CROSSROADS SOFTWARE, INC. will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Agreement No. 6268 T e of Insurance Limits Commercial general liability: $2,000,000 Professional Liability $1,000,000 Technology Errors $1,000,000 and Omissions Liability Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CROSSROADS SOFTWARE, INC. will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover CROSSROADS SOFTWARE, INC. for all claims made by City arising out of any errors or omissions of CROSSROADS SOFTWARE, INC., or its officers, employees or agents during the time this Agreement was in effect. D. Technology Errors and Omissions Liability Insurance will cover all third party claims arising out of any act, error, omission or breach of contract provision of CROSSROADS SOFTWARE, INC.'s technology services, including loss arising from destruction of data, in the amount set forth above per occurrence. E. Each such liability policy shall name the City of El Segundo as an Additional Insured for such liability of the City, and each such first -party shall name the City as a Loss Payee. CROSSROADS SOFTWARE, INC. will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Agreement No. 6268 R Should CROSSROADS SOFTWARE, INC., for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at CROSSROADS SOFTWARE, INC.'s expense and deduct the cost of such insurance from payments due to CROSSROADS SOFTWARE, INC. under this Agreement or terminate.