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CITY CLERK City of Glendale— C- 4543 ORIGINAL Hansen Information Technologies Service and Maintenance Agreement Subject to all terms of this Service and Maintenance Agreement ( AGREEMENT), Hansen Information Technologies ( hereinafter referred to as " HANSEN") and CITY OF Glendale, Arizona ( hereinafter referred to as " GLENDALE") agree as follows: 1. PRODUCT - This AGREEMENT applies to the product( s) and module( s) licensed to the GLENDALE by HANSEN as agreed to in a separate Software License Agreement including additional software purchases under that Agreement): Products: V7. 5 Construction and Use Permits, Code Enforcement, Work Notice, Mobile Permit Inspections, Mobile Work Management, OLE Container, Nag System, DynamicPORTAL for Customer Service. Cashiering, and Tab Editor 2. PRICE - GLENDALE agrees to pay to HANSEN in advance, an annual fee of $ 42, 570 for services and maintenance provided in accordance with this AGREEMENT. 3. TERM - This AGREEMENT will commence upon GLENDALE going LIVE with any component of HANSEN software or the date of acceptance, whichever occurs first, and continue for one year. 4. RENEWAL - After the initial term this AGREEMENT may be renewed for periods of a one ( 1) year. HANSEN will notify GLENDALE in writing of any increase in the price of its fee for services and maintenance for the next renewal period no later than 60 days prior to expiration of the prior term. The maximum increase shall be no greater than 5% over the prior year' s fee. Should no notice of price increase be given by this date, the fee for services and maintenance will remain the same as the preceding year. GLENDALE will notify HANSEN in writing of its intention to renew this Agreement within 30 days prior to the expiration of the prior term. . GLENDALE understands that if it purchases additional licenses during any term of this Agreement, the annual lee will increase accordingly. Nothwithstanding the above, HANSEN understands that the continuation of this Agreement after the close of any given fiscal year of GLENDALE, which ends on June 30, shall be subject to the budget of GLENDALE providing for the contract item as an expenditure therein. GLENDALE cannot assure that the budget item for funding future renewals of this Agreement will be approved, as such assurance would be a legislative and policy determination of the City Council at the time of the adoption of the budget. Should the funding of the Agreement not be approved by City Council, GLENDALE may retract its notice of intention to renew this Agreement. 5. SERVICES HANSEN will provide services to the GLENDALE during the term of this AGREEMENT: a) The GLENDALE will receive, when available, updates applicable to the GLENDALE' S specific version of HANSEN application software within the same operating environment. b) The GLENDALE will be able to utilize Toll- Free Technical phone support through the Help Desk for technical issues relating to the installation and use of the licensed software ( Hansen Version 7). The telephone support will be available Monday through Friday between the hours of 6 a. m. — 5 p. m. Pacific Time by dialing ( 800) 8- HANSEN. c) Distribution of updates to the GLENDALE' S HANSEN application software to resolve any malfunctions or logic problems that have been identified and corrected in the application software. 6. SERVICES NOT COVERED - HANSEN will not provide any additional services to the GLENDALE during the term of this AGREEMENT; including but not limited to: a) HANSEN will not support application software that is running on outdated operating systems. Distribution of updates and enhancements, telephone support and functional corrections will only be made available for current operating systems. The GLENDALE is responsible for maintaining compliance with the industry standard" version of the relevant operating system. GLENDALE. should determine that an upgraded version of a component part of the HANSEN product Oracle for example) has been certified prior to installation. b) HANSEN is not responsible for loss of data due to lack of sufficient backup files. The GLENDALE is responsible for following standard backup procedures to insure data integrity. c) Custom programming or the development of specialized routines not associated with 5( a), 5( b) and 5( c) are not covered under this AGREEMENT. d) Data conversions and problems associated with data conversions are not covered under this AGREEMENT. HANSEN will assist the GLENIALE through the Help Desk for workstation installation only if other workstations are already installed and working. The Help Desk will not install or upgrade server software or database client software on a " first" machine. e) Any service not covered in paragraph 5 above. 7. HANSEN SYSTEM DEFECT CLASSIFICATIONS — It is recognized that despite the precautions associated with software, defects may be encountered. These defects are defined in criticality categories: a) Category I -- System failure or Security Breach which is associated with the Sotware. Software does not work, data cannot be input, reviewed, or revised. The system is inoperable. This failure is due to HANSEN' S software failure, not related to database or system difficulties. Additionally, system security has been breached as a result of a software issue at GLENDALE or at another site running same version of the security features installed at GLENDALE. b) Category II— Key HANSEN component failure. One or more HANSEN modules or functions does not work. In this case core functionality remains, however the system is not fully operable. It might not print, for example. c) Category III — Minor HANSEN failure or defect. A calculation does not properly function, printing might not be available for one feature, indexing might not have full functionality. These generally center on a configuration issue or error. The system works and work- arounds may be used. d) Category IV— Defect, A feature or change in HANSEN functionality desired by the GLENDALE is not available or needs redesign. Or, a misspelling or incorrect link in encountered. Full functionality remains available. 8. RESPONSE GOALS AND ESCALATION— Response goals are based upon the Category and Criticality of the problem. a) Response goals for Category I will be within two hours of initial reporting ( if reported during HANSEN' s help Desk hours ). HANSEN will provide standard technical telephone support to resolve the problem. b) Response goals for Category II will be within four hours of initial reporting during GLENDALE service hours). HANSEN will provide standard technical telephone support to resolve the problem. c) Response goals for Category III issues will be within four working hours of initial reporting. Normally, defects of this nature are resolved through installation of new software or" bug fixes," or changes in the customized system configuration. d) Responses for Category IV issues will he addressed as enhancement requests and minor corrections. These will be distributed in standard software releases and upgrades. Service Escalation In cases where a solution cannot be provided to restore major functionality within six working hours after receipt of the initial call ( Categories I and II), HANSEN will assign its technical and programming team to resolve the difficulty. If the difficulty cannot be resolved in a timely fashion after the initial call, HANSEN technical personnel may be dispatched to the site at HANSEN' s discretion. The GLENDALE will provide on- site technical staff support, access and expertise to assist HANSEN, regardless of the time of day or standard work schedule. In all occurrences of Category I and II issues, HANSEN will endeavor to restore system functionality as soon as possible. HANSEN will use electronic delivery of files and software patches where possible, or overnight delivery if required. In cases of system failures ( Categories I and II) next flight out delivery of media will be made. GLENDALE will be responsible to take delivery at the closest practical airport. Category III issues will be resolved as rapidly as practical provided they degrade system performance or significantly decrease functionality. Electronic delivery of new software or additional files may be appropriate. In cases where files are too large for satisfactory electronic delivery, overnight mail will be used. Category IV issues will be reviewed and resolutions will be distributed through standard upgrade and update distributions. Enhancement suggestions should be made in writing and sent to the Hansen Help Desk. All reports of system problems should be referred to the Hansen Help Desk, 1- 800- 8HANSEN. These calls will be logged into the system and dispatched to the appropriate work groups. In the event the Hansen Help Desk cannot be reached through the toll free number, the HANSEN general number should be used, or e- mail to helpdesk@jhansen. com. If satisfaction is not received, the complaint should be directed to the GLENDALE Service manager, then to the Account Manager. 9. ADDITIONAL SERVICES - Services outside the scope of those described in 5( a), 5( b), and 5( c) above may be provided on a Time and Materials basis, Flat Fee basis, or may require on site work at a negotiated price. The current established hourly rate is $ 1 87. 50, with a minimum of one hour. The hourly rate may change without notice. The additional services may include data correction, software upgrades and installations. 10. LIMITATION ON LIABILITY— THE AGGREGATE LIABILITY OF HANSEN ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, OR DOCUMENTATION ( REGARDLESS OF THE FORM OF ACTION OR CLAIM-- E. G. CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/ OR OTHERWISE), , IS LIMITED TO THE TOTAL FEES PAID BY GLENDALE UNDER THIS AGREEMENT. HANSEN SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RE- CREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, OR CLAIMS BY ANY PARTY OTHER THAN GLENDALE. THIS PROVISION DOES NOT APPLY TO INDEMNIFICATION CLAIMS SUBJECT TO PARAGRAPH 17 OF THE LIMITED SOFTWARE LICENSE AGEEMENT OR TO ANY PERSONAL INJURY OR PROPERTY DAMAGE CLAIMS. GLENDALE in its sole discretion, may for good cause at any time immediately terminate this and, at its option, all other Agreements with HANSEN should GLENDALE believe for good and valid reason that it is or may be exposed to damages in any form due to the fault of HANSEN, whether special, incidental, consequential, indirect or punitive, or otherwise to which the Limitation of liability clause would apply. In the event of such termination, should GLENDALE have incurred or be liable for actual damages due to the fault of HANSEN, these damages will be offset against any amount due and owning to HANSEN, if any, at the time said liability is finally determined. 11. SOLE REMEDY AND ALLOCATION OF RISK—GLENDALE' S SOLE ANI) EXCLUSIVE REMEDY AND HANSEN' S SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT DEFINES A MUTUALLY AGREED- UPON ALLOCATION OF RISKS AND THE AMOUNT PAYABLE TO HANSEN BY GLENDALE REFLECTS SUCH ALLOCATION OF RISK. 12. CONFLICT OF INTEREST. HANSEN certifies and warrants that neither HANSEN, nor any of its agents, representatives or employees which will participate in any way in the performance of HANSEN' S obligations hereunder has or will have any conflict of interest, direct or indirect, with GLENDALE. Both parties acknowledge that no member of the governing body of GLENDALE, nor any employee of GLENDALE who exercises any functions or responsibilities in connection with the carrying out of the provisions of this Agreement, has any personal interest, direct or indirect, in this contract. 13. RELATIONSHIPS OF THE PARTIES. HANSEN and GLENDALE are independent of each other. This Agreement does not create in any manner or for any purpose an employee- employer relationship or a principal- agent relationship between GLENDALE and HANSEN. Neither party is authorized to enter into Agreements for or on behalf of the other, to create any obligation or responsibility, express or implied, for or on behalf of the other, to accept payment of any obligations due or owed the other, or to accept service of process for the other. Under no circumstance or interpretation will this Agreement be construed as a work for hire. HANSEN shall not subcontract this Agreement or any portion thereof without the prior written approval of GLENDALE. Approval of any subcontract arrangement shall not be construed as making GLENDALE a party to any sub- contract In no event shall any sub- contract relieve or diminish HANSEN' S obligations and liabilities under this Agreement. GLENDALE shall not be deemed an employer of any subcontractors or any employee of a subcontractor. All interaction with sub- contractor and its employees by GLENDALE will be as though the sub- contractor and its employees were employees and, unless and to the extent of specific limitations, agents of HANSEN. HANSEN shall ensure that all subcontractors and their employees are covered by all applicable, proper, prudent, and sufficient insurance and shall indemnify arid hold harmless GLENDALE from any and all claims, actions, lawsuits, etc, brought by subcontractor against GLENDALE, except in the event of GLENDALE' S own negligence. HANSEN expressly agrees that this indemnification covenant is irrevocable. With respect to sub- contractors, GLENDALE shall have no obligations whatsoever to HANSEN for the protection against the disclosure of trade secrets and confidential information; nor shall GLENDALE have any obligation to protect HANSEN' S intellectual property rights, including guarding against derivative works. 14. LIABILITY. Except for the negligence of the City, its officers, managers, employees, or agents, HANSEN shall be liable to GLENDALE for any physical damage to GLENDALE property or for the death of, or personal injury to GLENDALE personnel arising out of HANSEN' S occupancy, maintenance, repair, replacement, installation, and/ or any other work performed pursuant to the contract. HANSEN agrees to indemnify, defend, and hold harmless GLENDALE, and its officers, agents and employees, against and from; ( 1) any and all losses, claims, damages, lawsuits and liabilities for any personal injury, death, or property damage arising out of, or as a consequence of, any work performed pursuant to the contract; ( 2) any and all expenses related to claims or lawsuits resulting from the above, including court costs and attorney( s) fees; and ( 3) any and all penalties and damages incurred by reason of HANSEN' S failure to obtain any required permits or licenses, or to comply with any applicable laws, ordinances, or regulations. HANSEN shall also indemnify, defend, and hold harmless GLENDALE from any claimants supplying labor or materials to the contractor or sub- contractors in the performance of the work required under this contract. GLENDALE reserves the right to request HANSEN to provide written certification that all liens against materials and labor have been satisfied, before GLENDALE will make payment. HANSEN expressly agrees that this indemnification covenant is irrevocable. 15. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER - No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the parties unless made in writing and duly signed by authorized representatives of both parties. A failure or delay of either party to this Agreement to enforce any of the provisions of this Agreement, or to exercise any option herein provided, or to require performance of any of the provisions hereof. shall not be construed as a waiver of such provision of this Agreement. 16. SEVERABILITY - In the event any one or more of the provisions of the Agreement is for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which comes closest to the intention of the parties underlying the illegal, invalid or unenforceable provision 17. ENTIRETY OF AGREEMENT - The terms and conditions of any and all appendices, exhibits, schedules, and attachments to this Agreement are incorporated herein by this reference and shall constitute part of this Agreement as if full; set forth herein. .Article and paragraph headings used herein are for reference purposes only and shall not be deemed a part of this Agreement. This Agreement, the Professional Services Agreement and the License Agreement constitute the entire Agreement between the parties and supersedes all previous Agreements including promises and representations, whether written or oral, between the parties with respect to the subject matter hereof. 18. NON- PAYMENT - This agreement may be terminated without notice if payment is not received within forty-five (45) days of its due date. If GLENDALE is forty-five days or more delinquent on any obligation to HANSEN, HANSEN may suspend services provided by this Agreement until GLENDALE pays it obligation. No credit or refund will be provided during any period of suspension. 19. ATTORNEY' S FEES - In the event of any litigation, arbitration or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals, any other relief to which that party may be entitled. 20. NOTICES. All notices required by this Agreement shall be in writing and sent via first class mail, overnight deliver, courier, or facsimile ( if confirmed by one of the preceding mailing methods) to the following addresses: For Hansen: Hansen Information Technologies Inc. 2330 Glendale Lane Sacramento, California 95825 For Glendale: City Manager City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 with copy to: City Attorney' s Office City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 21. COOPERATIVE USE. HANSEN agrees that the terms, pricing, and other substantive provisions of this Agreement may be relied upon and used by other governmental agencies and political subdivisions of the State of Arizona in the formulation of similar agreements with HANSEN for the same products that are the subject of this Agreement. Any such reliance or usage by other entities must be in accordance with the charters, statutes, ordinances, rules, and regulations of the respective entity and must be approved by HANSEN. approval which shall not be unreasonably withheld. The extension of the terms of this Agreement to the other entities specified above shall be effective for one ( 1) year from the date of this Agreement. 22. ASSIGNMENT. Except as provided for herein with respect to subcontractors, IIANSEN shall not assign any of the rights, duties, warranties, certifications, or obligations under this Agreement to any other person or entity without the prior written approval of GLENDALE, approval which GLENDALE shall have sole discretion to exercise. Should this contract be assigned as provided herein, this contract shall be fully binding upon assignee, including provisions for assignment in the event further assignment is sought. Notwithstanding the above, HANSEN may assign this Agreement without GLENDALE' S consent in the event of merger, acquisition or all or substantially all of HANSEN' S assets. or acquisition of a majority of HANSEN' S voting shares. 23. GOVERNING LAW. This Agreement shall be construed under the laws of the State of Arizona. 24. TIMELINESS OF PERFORMANCE. Time is of the essence in the fulfillment of this Agreement. CITY OF GLENDALE, ARIZONA: HANSEN INFORMATION TEC . 0 LOGIES: By:— By: f a-wt.._ Date: 5/ O 7-- Date: 27j, C 2- °' 4---- APPROVED TO FORM: Richard H. f=laacn City Attorney TIES ,I) 1ty rk