HomeMy WebLinkAbout99-145 Resolution No. 99-145
RESOLUTION
AUTHORIZING EXECUTION OF A MASTER MAINTENANCE AGREEMENT WITH
PRC PUBLIC SECTOR, INC. FOR SOFTWARE MAINTENANCE FOR THE
COMPUTER AIDED DISPATCH SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that pursuant to Elgin Municipal Code Section
5 . 02 . 020B( 6 ) the City Council hereby finds that an exception
to the requirements of the procurement ordinance is necessary
and in the best interests of the city; and
BE IT FURTHER RESOLVED that Joyce A. Parker, City
Manager, and Dolonna Mecum, City Clerk, be and are hereby
authorized and directed to execute a PRC Master Maintenance
Agreement on behalf of the City of Elgin with PRC Public
Sector, Inc . for software maintenance for the Computer Aided
Dispatch System, a copy of which is attached hereto and made a
part hereof by reference.
s/ Ed Schock
Ed Schock, Mayor
Presented: May 12 , 1999
Adopted: May 12 , 1999
Omnibus Vote: Yeas 6 Nays 0
Attest:
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
PRC MASTER MAINTENANCE AGREEMENT -
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This Agreement is entered into between PRC Public Sector, Inc., a Delaware corporation,with an
office at 1500 PRC Drive, McLean, Virginia 22101, hereinafter referred to as "PRC", and City of
Elgin, an Illinois municipal corporation, hereinafter referred to as "Customer".
I. SCOPE OF AGREEMENT
PRC will provide the following services:
A. Services provided for by the PRC Software Maintenance Sub-Agreement, (copy at-
tached), which includes PRC provided software as shown on Exhibit A of the,
Software Agreement.
The above shall be referred to as sub-agreement.
II. TERM OF AGREEMENT
The term of this Agreement shall commence on, \2 2 a 1999, and shall continue for
a term of five (5) years.
III. TERMINATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal year
by the Customer for payments due under this Agreement for the current or any succeeding
fiscal year,and the Customer notifies PRC in writing 90 days in advance of such non-funding,
the Agreement shall terminate with no further financial obligation of the Customer with
respect to payment of obligations due after 90 days from the date of such notice.
IV. TERMS AND CONDITIONS
In the event of a conflict, the terms of this Agreement shall take precedence over the terms
g
and conditions of the sub-agreement.
V. PRICE AND PAYMENT
The Customer shall pay the amount labelled"Total Due," with respect to the period identified,
in Exhibit "A" (attached).
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PRC MASTER MAINTENANCE AGREEMENT
The fees for Basic Software Maintenance shall be monthly in advance. Per call and block time
charges, if selected as options in Item 2 of Exhibit B of the PRC SOFTWARE MAINTE-
NANCE SUB-AGREEMENT, will be invoiced after the service is performed.
Prices in this Agreement are exclusive of applicable taxes, if any. Taxes are the responsibility
of the Customer and will be added to the invoices.
Payment terms are net thirty(30)days from date of invoice. PRC reserves the right to charge
interest for late payments at the rate of one and one-half percent (1.5%) per month.
VI. CHANGES/AMENDMENT OF THIS AGREEMENT.
The Customer reserves the right to make changes which would include alterations, deviations,
additions to or deletions from the scope of work of this Agreement, as may be deemed by the
Customer to be necessary or required for the proper completion of the whole work:
contemplated.
Any such changes will be set forth in an Amendment/Changes Orders to this Agreement
which will specify the change in work to be performed and any increase/decrease in
compensation due PRC for such work.
The Customer and PRC agree that amendments/change orders to this Master Maintenance
Agreement shall be in writing and approved by the City Council of the City of Elgin.
PRC Public Sector, Inc.:
Director Customer Services
(Title)
Contracts Manager
(Title)
(Title)
VII. NOTICES
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PRC MASTER MAINTENANCE AGREEMENT
Any notice required to be given by the terms of this Agreement shall be deemed to have been
given when the same is sent by certified mail, postage prepaid, or courier service to the
respective parties as follow:
Customer: City of Elgin PRC: PRC Public Sector, Inc.
150 Dexter Court Daniel M. Hiett
Elgin, Illinois 60120 Vice President, Contracts
Attn: City Manager 1500 PRC Drive
McLean, Virginia 22102-5050
VIII. INDEPENDENT CONTRACTOR
PRC is an independent contractor under this Agreement, and not an employee or agent of
Customer. All payments hereunder shall be made to PRC Public Sector, Inc. No deductions :
shall be made from the payments provided for under Article V above for any reason including
taxes, workman's compensation or insurance.
IX. ENTIRE CONTRACT
This Agreement and attached Sub-Agreement(s) represent the entire and integrated
agreement between the parties hereto and supersedes all prior and contemporaneous
negotiations,representations, understandings, and agreements, whether written or oral, with
respect to the subject matter hereof This Agreement may be amended only by written
instrument signed by the parties hereto.
Document prepared March 15, 1999 MMK399S.WPD 3
PRC MASTER MAINTENANCE AGREEMENT
CITY OF ELGIN, ILLINOIS PRC PUBLIC SECTOR,INC.:
a . a _
Sign re Authorized Representative D niel . Hiett
Vice President, Contracts
�o C € ,q , 44kK �'to SJJ o�
Printed Name Date
/h A-AJ/-4 C3 E
Title
s/'i/ ?7
Date
Attested:
City.Clerk
Document prepared March 15, 1999 MMK399S.WPD 4
PRC MASTER MAINTENANCE AGREEMENT
Exhibit "A"
Price and Payment:
Period No. 1
PRC Basic Software Maintenance:
CAD $25,000.00
Total Software Due, Period No. 1 $25,000.00
Period No. 2
PRC Basic Software Maintenance
CAD $26,250.00
Total Software Due, Period No. 2 $26,250.00
Period No. 3
PRC Basic Software Maintenance
CAD $26,250.00
Total Software Due, Period No. 3 $26,250.00
Period No. 4
PRC Basic Software Maintenance
CAD $27,500.00
Total Software Due, Period No. 4 $27,500.00
Period No. 5
PRC Basic Software Maintenance
CAD $28,750.00
Total Software Due, Period No. 5 $28,750.00
Document prepared March 15, 1999 MMK399S.WPD 5
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
AGREEMENT effective 12-2 a 1999,between PRC Public Sector, Inc., 1500 PRC Drive,
McLean, Virginia 22101 ("PRC") and City of Elgin, and Illinois municipal corporation,
("Customer").
1. SOFTWARE SYSTEM
For the purpose of this Agreement,the"Software System" shall mean the computer software
system identified in Exhibit A.
2. SOFTWARE SUPPORT SERVICES
a. With respect to the Software System, PRC agrees to perform, or cause to be per-
formed, the following maintenance services:
i. PRC will retain a complete copy of the Software System source code.
ii. If during the term of this Agreement, (a.) the Customer discovers defects in
the Software System such that same will not perform in accordance with
PRC's design; (b.) the Customer notifies PRC of such defects; and, (c.) such
defects are reproducible, then PRC shall provide, or cause to be provided,
timely corrections of such defects.
iii. If problems arise concerning the Software System,PRC will provide a reason-
able amount of telephone assistance within the schedule and charges stated in
Exhibit B.
iv. If Serious problems arise (see 3. Severity Level) and the Customer cannot
correct them by following system management procedures previously supplied
by PRC, PRC will provide assistance to restore computer system operations
24 hours a day, 365 days a year without additional charge to the Customer.
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PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
b. With respect to the Software System,PRC will not perform, or cause to be performed under
the scope of this agreement,duties of database administration. Database administration shall
be the responsibility of the Customer. Should the Customer request, in writing, PRC's
assistance with database administration as it pertains to the PRC Application Systems
installed,PRC will endeavor to provide database administration services at PRC's then current
Time and Material Rate.
3. SEVERITY LEVEL
Problems that prevent the actual execution of a critical function of the software system
specified in Exhibit A shall be defined as "Serious". Serious system problems include:
a. complete system outage;
b. the failure of a major portion of the database engine or message switching system;
c. in CAD systems,the loss of a major portion of complaint receiving or dispatch termi-
nals;
d. in CAD systems, the inability to dispatch an area or areas;
e. in CAD systems, the loss of unit suggestion;
f. in CAD systems, the loss of the geographical validation applications;
g• in records systems, the failure of the MUX process;
h. in records systems,the failure of the INCIDENT or INTAKE modules;
i. loss of communications with the mobile data controller, other than such loss due to
malfunction occurring outside of the PRC system;
j. system response times doubling and continuing beyond fifteen (15) minutes, other
than such doubling due to malfunction occurring outside of the PRC system.
4. RESPONSIBILITIES OF CUSTOMER
The obligations of PRC under this Agreement are conditioned upon:
a. Customer assigning a coordinator to ensure that Customer's assignments in
connection with this Agreement are met, to coordinate appropriate schedules in
connection with PRC's services hereunder,and to serve to provide other coordination
activities which are necessary for PRC to perform its services hereunder.
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PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
b. Customer assigning at least two technically capable individuals, as required by PRC
to assist PRC in performing its services hereunder.
c. Customer performing system and file backup procedures as instructed by PRC.
d. Customer establishing an on-site dial-up line to enable PRC to remotely access the
Software System. Customer,in accordance with a schedule mutually agreed upon by
PRC and Customer, shall connect the dial-in modem, at customer's cost and expense,
in order to enable PRC to remotely access the Software System. Customer shall also
compile programs and run appropriate tests following each remote access by PRC
e. Customer shall be responsible for controlling security and access to the computer
systems. The Customer shall connect the dial-in modem in a timely manner to allow_
• PRC to perform maintenance activities, and the Customer shall provide the'
appropriate usernames and authorization codes to PRC whenever maintenance work
is to be done.
f. Customer shall not perform any modifications or enhancements to the Software
System or allow any person or entity not specifically authorized by PRC to perform
any modifications or enhancements to the Software System.
g. During the term of the Master Maintenance Agreement, and any subsequent
extensions of the term, Customer shall provide PRC with a verified copy of the system
back-up on an annual basis, at no cost to PRC, for use in assisting the Customer
during disaster recovery efforts if requested.
5. TERM
The term during which PRC shall be obligated to perform under Section 2 shall commence
\2-2 2- 1999, and, unless terminated pursuant to the PRC MASTER
MAINTENANCE AGREEMENT shall continue for a period of five (5) years. PRC and
Customer may, by mutual agreement in writing, renew the term or any renewal thereof, for
an additional period of one year.
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PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
6. LICENSE
With respect to each correction to the Software System furnished to Customer under this
Agreement, Customer is granted a non-exclusive, non-assignable, non-transferable license to
use such correction solely as appropriate as part of the Software System as defined in
the"License" Article of the Agreement for the System(s). _
7. LIMITATION OF LIABILITY AND REMEDIES
a. Limited Warranty
PRC MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS OR
IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR ,
FITNESS FOR A PARTICULAR PURPOSE).
b. Limitation of Remedy
Customer agrees that PRC's liability hereunder for damages shall not exceed the
annual maintenance fee paid to PRC for the maintenance period in which the cause
of the action occurred.
c. Limitation of Damages
IN NO EVENT SHALL PRC BE LIABLE FOR ANY INDIRECT, CONSE-
QUENTIAL, INCIDENTAL OR TORT DAMAGES.
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PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
- EXHIBIT A -
SOFTWARE SYSTEM
The software system to be maintained under this Agreement including any unique technical conditions
are as follows:
1. The Customer's Altaris Computer Aided Dispatch system as defined in the original Functional
Specification Document as submitted to and accepted by the Customer including any
additional contractual work performed by PRC Public Sector, Inc.
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PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
- EXHIBIT B -
SERVICES TO BE PROVIDED
1. Basic software service shall be provided five(5)days per week from 5:30 a.m.through 5:30 p.m.Pacific Standard
Time excluding PRC holidays.
Calls made outside the above Basic service times will be billable at the rate of$900 per call for the first four hours
of consultation. Additional consultation will be billable at the rate of$225 per hour.
However, if Serious problems arise (see 3. Severity Level) and the Customer cannot correct them by
following the system management procedures previously supplied by PRC, calls made outside of the Basic
service times will not be billable. The determination of whether an after-hours call is billable will be made solely
by PRC. •
2. ON DEMAND MAINTENANCE SERVICES - ODMS
ODMS is defined as forty(40) contiguous hours of PRC Programmer services on-site for the "PRC installed
system"(System). Services to be performed by the PRC Programmer are at the discretion of the Customer. It is
advisable to transmit to PRC,prior to the PRC Programmer arriving on site,a list of work descriptions desired by
the Customer. The ODMS to be performed by the PRC Programmer will be on a"best effort"basis. If the work
is not complete or task finished by the PRC Programmer at the end of forty(40)hours,the Customer has the option
to contract for additional ODMS or have PRC complete the work on a"time and materials" (T&M)basis.The
additional ODMS or T&M work will have to be mutually agreed to and scheduled.
The current rate for ODMS work is$8,500 for a forty(40)hour block. This rate is subject to a maximum increase
of five percent(5%)per year effective the start of the second year of the PRC Maintenance Agreement. PRC will
provide Customer with the applicable revised ODMS rate upon request. Customer has the option not to have the
PRC Programmer on site,but to perform the work via remote dial-in. If Customer chooses this option,the price
for ODMS does not change.
Authorized Options. (check the appropriate box)
On Demand Maintenance Service ❑ YES72Y1\TO
Number of On Demand Maintenance service trips
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