14-89 Resolution No. 14-89
RESOLUTION
AUTHORIZING EXECUTION OF A MASTER SERVICES AGREEMENT
WITH POWERPHONE, INC. FOR A
TOTAL RESPONSE EMERGENCY CALL HANDLING SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a master
services agreement on behalf of the City of Elgin with PowerPhone, Inc. for a total response
emergency call handling system, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: July 9, 2014
Adopted: July 9, 2014
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
9-1-1 CAL1S US"
•
TOTILL
RESPONSE
Emergency Call Handling System
Master Services Agreement
MSA #:14-4656
Prepared For:
City of Elgin
Elgin, IL
Submitted by:
PowerPhone, Inc.
1321 Boston Post Road
Madison, CT 06443
PowerPhone,Inc. Master Services Agreement
Purpose
The purpose of this Master Services Agreement(MSA)is to formalize an agreement between PowerPhone, Inc.,a
Connecticut corporation(PowerPhone)and the City of Elgin, Illinois,a municipal corporation (Client)to deliver
specific products and services, at an agreed-upon cost.This document is intended to provide explanation of the
elements of the Total Response system for emergency communications call handling to Client.This MSA may
evolve over time,with additional knowledge of Client requirements,as well as the introduction of new applications
and services into the product portfolio provided to Client;provided, however,that this agreement may only be
amended upon the written agreement of the parties hereto.
I. Scope of Agreement
Client Abstract-
Elgin Police Department is approximately 38 miles northwest of downtown Chicago with a population of about
180,000 people.The City of Elgin enjoys a prime location at the north end of the growing Fox Valley region and
along the Interstate 90 Northwest Tollway,which is deemed the"Golden Corridor. "
Elgin Police Department dispatches for police,fire and medical calls and has 25 dispatchers and 1 quality assurance
person.Their CAD is New World's Enterprise.net.The communications center has 9 positions and the backup
center has 8 positions. Four positions are typically used during the day,5 during the afternoon shift and 4 on the
night shift.The other 5 positions in the communications center would be a contingency for high volume.The
backup center is rarely used.They have a total of 17 positions between both their main and backup center.Their
staff is currently certified by IAED,and they use flip cards for medical emergencies. Elgin currently does call review
for their EMD calls only.
To provide the dispatchers and the agency with an emergency call handling system to support all emergency calls,
Elgin Police Department will implement Total Response a quality improvement protocol call handling solution that
will maintain and even enhance their standard of care. Implementation of Total Response shall include training,
tools,and assessment to support the continued improvement in the standard of care to call takers, responders
and the municipality.Training for the staff will be provided via eLearning in the subjects of Fire Service and Law
Enforcement Dispatch and current EMD certification by IAED will be honored,provided all are currently certified.
To start,the staff will use the paper-based integrated Tablets as their live call taking tool until the Computer Aided
Call Handling(CACH)software is installed,and the staff is trained on how to use CACH.Quality Assessment training
will provide the designated attendees who are certified in either EMD, FSD and/or LED with the means to
implement a professional QA program with an opportunity for Accreditation to be obtained.
II. Products and Services
Products and Services Provided Under This Agreement
The following services are provided under this agreement for the PowerPhone Total Response system,defined as
an integrated solution of products and services designed to aid in the training,delivery and measurement of
effective emergency call taking.
1. Core Certification training—Defined as protocol-based emergency call handling training for call takers and
dispatchers:
• 25 staff members will receive eLearning certification training in Fire Service and Law
Enforcement Dispatch to include interactive online training which covers the Foundation class and
understanding PowerPhone's call taking formula,Theory which is focused use of protocols that
support Law Enforcement and Fire Service Dispatch in the live call taking environment and a
practicum with a PowerPhone instructor via a webinar for Law Enforcement and Fire Service Dispatch
to go through role plays to ensure use of the protocols.
June 27,2014 Page 1
PowerPhone,Inc. Master Services Agreement
2. Professional Services—Defined as services performed by PowerPhone for Client to effectively administer the
elements of the Total Response System.
• System Setup—Defined as in person and interactive online training to familiarize Client with the
techniques required to administer protocols for live call taking within the Total Response framework and
methodology.
• Software Installation and Testing—Client's IT staff will be required for installation. Managed through
LogMeln Rescue,a PowerPhone technician will perform installation of the CACH database onto Client's
server.A full version of MS Sequel Server is required.Once the server installation is complete,a
PowerPhone technician will require assistance from Client's IT staff for access to each workstation for
installation of the Call Handler module.The Call Handler licenses and integrated protocols will be installed
on all 17 workstations by PowerPhone.
• System Training for Managers— Supervisor/Quality Assessment Module Training will be conducted
through a Go ToMeeting webinar lasting approximately an hour.Supervisor-level training is designed for
those responsible for monitoring operator performance and center effectiveness and efficiency.Topics
include real-time monitoring, report generation, alert messaging, retrospective quality improvement tools
and operator reporting.System usage instruction is coupled with Quality Assurance theory and
methodologies.
• System Training for End Users—Call Handler Module training, conducted on-site,will be scheduled in five
(5)four(4)hour sessions. Each student would be expected to have access to the Call Handler software
and New World CAD.Call Handler Training is designed for those responsible for the day to day operation
of the Call Handler module of the software.Topics include call processing,system navigation, protocols
and pre-arrival instructions, response and resource recommendations,system features and functions and
relationships with other shared systems. Users will also be given an overview of other system modules
(Script Builder, Real-Time Supervisor&Quality Assurance)and how they relate to the call handling system
and functions.
• Administration Training—Administrator module training is system manager-level training designed for
those responsible for the maintenance and management of the Call Handling system and related
databases,interfaces and components.The training covers troubleshooting, best practices,and
PowerPhone support procedures.This training is completed through Go ToMeetings and will last
approximately an hour. Up to 10 people can participate in the class.
• Protocol Building Training— Protocol Builder training,conducted on-site as a one day,8 hour
engagement, is designed for supervisor level staff who are responsible for local agency standard operating
policies and procedures and incorporating them into the Call Handling System.Topics include protocol
design and construction,editing, publishing and testing.System usage instruction is coupled with protocol
theory and methodologies.
• Consultation-Support during the process including pre and post implementation will be provided to help
ensure a successful implementation and use of Total Response occurs supporting local processes and
procedures.
3. Software—PowerPhone will provide software products to Client according to the following configuration:
Qty Product
1 CACH Single Server License
5 Call Handler Module
5 PowerPhone Integrated Protocol
June 27,2014 Page 2
PowerPhone,Inc. Master Services Agreement
1 CACH Quality Assessor
1 CACH Supervisor/Report Writer
1 CACH Protocol Builder
1 CAD Interface API
4. Protocol Tablets—PowerPhone will provide paper protocols(Tablets)to Client according to the following
configuration:
• 17 integrated protocols designed to administer calls of an emergency medical,fire service and/or law
enforcement nature
• 17 card stands for protocol use for live call taking
Pre-requisites-Current operator certification in PowerPhone's Emergency Medical, Fire Service and Law
Enforcement Dispatch for those who are using protocols in the live call taking environment to ensure most
efficient use of the protocols.
5. Quality Assurance Certification Program-Consisting of onsite and online,training and consulting where
PowerPhone subject matter expert(s)will work with The City of Elgin to best ensure proficiency in the Total
Response Call Handling system. Assistance in the implementation of quality assurance standards and
objective performance-based measurement tools will also be provided.
Upon successful implementation of QA program,The City of Elgin can contact PowerPhone to conduct a
follow-up visit to gauge system performance and agency adherence to pre-defined CIA standards. Upon
validation, PowerPhone Accreditation shall be awarded.Accreditation is valid for twenty-four(24) months
from date of award and subject to renewal by mutual agreement of both parties,and by Client's continued
adherence to defined standards
Pre-requisites-Current certification in PowerPhone's Emergency Medical, Fire Service and/or Law Enforcement
Dispatch for those individuals participating in the quality assurance certification program so to best
understand PowerPhone's call taking formula to ensure effective, efficient assessment.
III.Addendum to Master Services Agreement
Addendum to Agreement
A Software License Agreement is included as part of this MSA. The Addendum,along with this Master Services
Agreement,constitutes the entirety of the agreements between PowerPhone and Client relating to quote
#14-4656.
IV. Changes to Master Services Agreement
Amendment to Agreement
Any amendment to the Terms and Conditions of this agreement shall require the written approval of Client and
PowerPhone, Inc.Any amendment of the agreement would take place through an addendum to this agreement.
There will be an opportunity on a quarterly basis to make adjustments to this MSA. Client and PowerPhone, Inc.
should work together to make changes at that time.
Implementation and Configuration Changes
Any changes or modifications to the original contracted system of training,services and/or products will be subject
to a formal change request,which may result in the request of further charges for the changes to be implemented.
June 27,2014 Page 3
PowerPhone,Inc. Master Services Agreement
V. General Terms and Conditions
Term of Agreement
This agreement is in effect upon the date of acceptance of this agreement and ends on the latest date specified in
any terms of the Statement(s)of Work submitted to Client.
Dependence on Other Organizations
PowerPhone, Inc.is dependent on other internal groups within Client for delivery of services(i.e., IT, database
services,Training Coordinator etc.), and external suppliers(i.e. phone system,CAD,etc.)in providing support
services to Client.Client will manage the relationship with those suppliers as it pertains to the provision of services
under this agreement.
VI. Points of Contact
The following persons shall serve as primary points of contact for their respective organizations:
For PowerPhone,Inc.
Stacey Appell, Implementation Coordinator
203.350.0349
stacey@powerphone.com
For Elgin Police Department
Mike Eckler, EMD Coordinator
(847)289-2771
eckler_m @cityofelgin.org
VII.Acceptance
PowerPhone,Inc. City of Elgin
a By: By:
Name: �` F 0 Afk Name: Sean R. Stegall
Title: ✓ Title: City Manager
Date: 6 27 /�`f Date: July 9, 2014
June 27,2014 Page 4
PowerPhone,Inc. Master Services Agreement
ADDENDUM
Software Licensing Agreement
THIS AGREEMENT("agreement")is hereby entered into between PowerPhone, Inc., a Connecticut corporation,
with offices at 1321 Boston Post Road, Madison,CT 06443 ("PowerPhone")and City of Elgin, Illinois,a municipal
corporation, with offices at 151 Douglas Avenue, Elgin, IL 60120("Customer")on the following terms and
conditions:
The Exhibit(s) listed below are incorporated and made part of this Agreement. In interpreting this Agreement and
resolving any ambiguities,the main body of this Agreement(SLA)will take precedence over any Exhibits.
Exhibit A Product Schedule
Exhibit B Payment Schedule
Exhibit C Software Maintenance Agreement
SECTION 1 LICENSED PRODUCT
The parties are entering into this Agreement to establish an arrangement whereby PowerPhone is licensing certain
application software programs,as described more fully in the attached Product Schedule(the"Licensed Product")
on terms and subject to the conditions set forth herein.
SECTION 2 SCOPE OF USE
PowerPhone expressly reserves all rights in the Licensed Product not specifically granted to Customer.
2.1 Delivery&Installation. Unless otherwise agreed in writing, PowerPhone shall be responsible for
installing the Licensed Product on the computer system provided by Customer.
2.2 Operating License. Customer is granted a nonexclusive license to install the Licensed Product for
internal use on appropriately configured equipment and to install,store, load,execute and display
(collectively, "Use")the Licensed Product by no more than 5 users at any one time.The Licensed Product
may be deleted from the machine on which it was originally installed and may be relocated to and used
on another machine by Customer,subject to the foregoing limitations. In the event Customer exceeds
the number of permitted users,Customer shall pay to PowerPhone the appropriate license fees for the
additional users.
SECTION 3 ACCEPTANCE
A Licensed Product shall be deemed accepted by Customer unless Customer notifies PowerPhone in writing of a
material defect in the Licensed Product within thirty(30) business days after delivery and commencement of the
Operating License(the"Test Period"). If material defects are discovered during the Test Period,Customer shall
provide a written "punch list" identifying the specification at issue and explaining why the Licensed Product does
not meet the specification. PowerPhone shall have a reasonable opportunity to correct, replace or provide
functional "workarounds"for all punch list items or to commence corrective action reasonably acceptable to
Customer and proceed with reasonable diligence to completion. Upon notice of correction,the Test Period shall be
repeated. If Customer makes substantial beneficial use of the Licensed Product,it shall conclusively be deemed
accepted and any outstanding punch list items shall be addressed to the extent provided under Section 7
("Warranties")or Section 4("Support Services").
SECTION 4 SUPPORT SERVICES
4.1 Maintenance. PowerPhone shall provide support services for the Licensed Product beyond any
warranty coverage described in Section 7("Warranties") in accordance with the attached Licensed
Product Maintenance Agreement.
4.2 Training. In consideration of Customer's payment of the Training Fee, PowerPhone shall provide
Customer the number of Consulting Days and Class Days identified on the Product Schedule for training
Customer's employees in the operation of the Licensed Product.
June 27,2014 Page 5
PowerPhone,Inc. Master Services Agreement
SECTION 5 PRICES&PAYMENT
The prices and fees for Licensed Products or other technology provided hereunder,any Support Services and other
deliverables are set forth in Exhibit A:Product Schedule of the Master Services Agreement. License Fees shall be
invoiced as specified in accordance with the attached Exhibit B:Payment Schedule. Invoiced amounts shall be paid
within thirty(30)days from date of invoice.Customer may not withhold or"setoff"any amounts due hereunder.
SECTION 6 CONFIDENTIAL&PROPRIETARY INFORMATION
Customer agrees that aspects of the licensed materials, including the specific design and structure of individual
programs,constitute trade secrets and/or copyrighted material of PowerPhone.Customer agrees not to disclose,
provide,or otherwise make available such trade secrets or copyrighted material in any form to any third party
without the prior written consent of PowerPhone.Customer agrees to implement reasonable security measures to
protect such trade secrets and copyrighted material.Title to Software and documentation shall remain solely with
PowerPhone.
SECTION 7 WARRANTIES&LIMITATION OF LIABILITIES
LIMITED WARRANTY. PowerPhone warrants that for a period of one(1)year from the date of shipment from
PowerPhone: (i)the media on which the Software is furnished will be free of defects in materials and workmanship
under normal use;and (ii)the Software substantially conforms to its published specifications. Except for the
foregoing,the Software is provided AS IS.This limited warranty extends only to Customer as the original licensee.
Customer's exclusive remedy and the entire liability of PowerPhone and its suppliers under this limited warranty
will be,at PowerPhone's option, repair, replacement,or refund of the Software. In no event does PowerPhone
warrant that the Software is error free or that Customer will be able to operate the Software without problems or
interruptions.
This warranty does not apply if the software(a) has been altered,except by PowerPhone, (b) has not been
installed,operated, repaired,or maintained in accordance with instructions supplied by PowerPhone.
DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY,ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS,AND WARRANTIES INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF
DEALING, USAGE,OR TRADE PRACTICE,ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL POWERPHONE OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT,OR DATA,OR FOR
SPECIAL, INDIRECT,CONSEQUENTIAL, INCIDENTAL,OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS
OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF
POWERPHONE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall
PowerPhone's or its suppliers' liability to Customer,whether in contract,tort(including negligence),or otherwise,
exceed the price paid by Customer.The foregoing limitations shall apply even if the above-stated warranty fails of
its essential purpose.SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES.
The above warranty DOES NOT apply to any beta software, any software made available for testing or
demonstration purposes,any temporary software modules or any software for which PowerPhone does not
receive a license fee.All such software products are provided AS IS without any warranty whatsoever.
SECTION 8 TERMINATION
This License is effective until terminated.Customer may terminate this License at any time by destroying all copies
of Software,including any documentation.This License will terminate immediately without notice from
PowerPhone if Customer fails to comply with any provision of this License. Upon termination,Customer must
destroy all copies of Software.Termination shall have no effect on the parties' rights or obligations to safeguard
and respect Confidential&Proprietary Information under Section 6("Confidential& Proprietary Information"),or
rights or obligations under Section 7("Warranties& Limitation of Liabilities").
June 27,2014 Page 6
PowerPhone,Inc. Master Services Agreement
Exhibit A - Product Schedule Quote
I}7i I.C. Pull 3 CAKP*
Nw]�ni,f.T IIM4:1 �NUlltlEt: 4558
�B00 597 d9'l:
Dale. 20144)5.25
Sales Ptasmr Tara Milardo
valid Unfit: 2014-0730
Mike Elder Mike EcIder
Elgin Police Department Elgin Police Department
151 Douglas Avenue 151 Douglas Avenue
Elgin.IL 80120 E1gn,IL 50120
Certification Training
Quantity Part Number- Product List Price Unit Nice Ext Price, Discount
25 TROFSD Certification_FSD Certification $359.00 $359.00 S8,975.00 S8DA0
Online
25 TROLED Certification:LED Certification $359.00 2359-DO $8.975.00 580.00
Online
1 TROA Quality Assessment Training S3.50D.00 S3,500.OD $3,500.00 30.00
Sublotal: S21.4500D
Discount: $4,DD0.00
Discounted 517.450-DO
Subtotal:
Tax: $0.00
Shvpng: SOOD
Total: 317.450.0D
Protocol Tools
Quantity
5 TR101 CACH Cal Handier License 53.500.00 53,500-00 $17,500.00 10.OD%
5 TR200 CACH Integrated Call Handling $12DO.00 S1200.00 $8,000.00 10.00%
Protocols
1 TR201 CACH Call Assessment License $3.500.00 $3,500.DO $3,500.00 10.007.
1 TR400 CACH Protocol Builder License $3.500.00 $3.500.DD $3,500.00 10.OD%
1 TR204 CACH SupervisorlReport Writer 53.500.00 33,500.OD $3,500.00 10.OD%
License
1 TR100 CACH Shoe Server License S5.000.0D $5,000.DD $5,000.00 10.00%
1 TR501 'CACH Application Programming $3.500.00 $3.500.DD $3,500.00 10.00%
Interface(API)
13rd PARTY FEES NOT
INCLLIDED
17 TPSD Tablet Full Service-1,2,3 $749.00 $749.DD $12,733.00 10.00%
Public Safety Dispatch Protocols
Subtotal: 555.233-OD
Discount: 55.523.30
Discounted $49.709.70
SUMDMI:
Tax: 30.00
Shippng: $18000
Total: 549.89.70
June 27,2014 Page 7
PowerPhone,Inc. Master Services Agreement
Professional Services
Quantity Part Number: Product List Price Und Price Ext-Pnce Discount
5 TR601 CACH Training:Call Handler(4hr) $750.00 $750.00 $3,750.00 10.00%
1 TR605 CACH Training:Superviwl A $750.00 $750.00 $750.00 10.00%
(2hr)
1 TR603 CACH Training:Protocol Builder $1.500.00 $1,500.00 51,500.00 10.00%
(8hr)
I TR804 CACH Training:Administrator(2hr) $750.00 $750.OD $750.00 10.00%
8 TR600 CACH Installation.Configuration& $1.ODO.OD $1,000.00 $8,000.00 10.00%
Testing
1 Censultatiar and Support 55,0DO.00 s5,000.00 55,000.00 10-00
Subtotal: $19.750.00
Discount: $1.475-00
Discounted $18275A0
Subtotal:
Tax: SO-013
Shipping: $0.00
Total: $18275.OD
Annual Maintenance
Quantity
t TR606 CACH Annual Support Contract $1.000.00 $8,119.00 58,119.00 100.00%
15%of the Protocol Tools Group
Subtotal.First year is included for
free with the warranty
Subtotal: 58.119.00
Discount: $8.119.00
Discounted SO-00
Subtotal:
Tax: SO.OD
Shipping: $0-00
Total: 50-00
Grand Total
Currency USD Subtotal: $102.552.013
Discount: $17.117.30
Discounted $85.434.70
Subtotal:
Tax Rate: 0.00% Tax: 50.00
Shipping Provider: Shipping: 5180.00
Total: $85.614.70
June 27,2014 Page 8
PowerPhone,Inc. Master Services Agreement
EXHIBIT B
PAYMENT SCHEDULE
Payment# Milestone Amount Due Percentage
1 Execution of MSA Agreement(net 30) $59,930.30 70%
2 Installation $17,122.94 20%
3 Acceptance $8,561.46 10%
TOTAL: $85,614.70 100%
• Payments should be made payable to PowerPhone, Inc.
• Please mail payments to 1321 Boston Post Road, Madison,CT 06443
• Federal Tax ID#:06-1121538
June 27,2014 Page 9
PowerPhone,Inc. Master Services Agreement
EXHIBIT C
SOFTWARE MAINTENANCE AGREEMENT
This Agreement is made by and between PowerPhone, Inc., (hereinafter referred to as"PowerPhone"),and
purchaser of the PowerPhone Annual Maintenance Service,the City of Elgin (hereinafter referred to as
"Customer").
PowerPhone has developed and sold to Customer the Software Product specifically identified in Section II Products
and Services in Master Services Agreement 14-4656;and PowerPhone has further developed an Annual
Maintenance Service in support of the Software Product and,Customer desires to purchase said Annual
Maintenance Service for the Software Product identified in Section II Products and Services in Master Services
Agreement 14-4656;for the amount of$6119.00 and in consideration of the mutual covenants of the parties
hereto,it is agreed as follows:
1.DEFINED TERMS
"Annual Maintenance Period":The time period during which Customer is eligible to receive Annual Maintenance
for the Software Product identified in Section II Products and Services in Master Services Agreement 14-4656,
which shall be either one(1)year from installation of an eligible Software Product from PowerPhone when the
Annual Maintenance is ordered at the same time as the Software Product or one(1)year from placement of a
purchase order with PowerPhone for Annual Maintenance when the Annual Maintenance is ordered after
installation of an eligible Software Product from PowerPhone.
2.SCOPE OF WORK
Pursuant solely to the prices,terms,and conditions specified herein, PowerPhone hereby agrees to provide
Customer with access to the Annual Maintenance Services listed below for the Software Product identified in
Section II. Products and Services in Master Services Agreement 14-4656.
Technical Support
PowerPhone will provide access to a qualified support technician by telephone between 8:30 AM and 5:00 PM
Eastern Time on normal business days.Support may be achieved via telephone and may be supplemented by the
use of remote access to the system.Technical Support personnel will attempt to resolve the question or problem
immediately. If the question or problem cannot be resolved immediately, PowerPhone will provide a resolution or
follow-up plan within 24 business hours.
Support requests may also be submitted at any time by email to support@powerphone.com. E-mail will be
answered between the hours of 8:30 AM and 5:00 PM Eastern Time on normal business days.
Emergency Support is available twenty-four(24) hours per day,seven (7)days per week via pager service for
Priority 1 errors.Customers experiencing a Priority 1 error should call 203.350.0340.A technical support
representative will return the call within one hour.
Technical support provided by this agreement is limited to the function and operation of the CURRENT VERSIONS
of PowerPhone software applications. It does not extend to issues related to configuring or maintaining other
software applications or to the customer's computer or networking environment.
Error Correction
PowerPhone will exercise commercially reasonable efforts to correct any Error reported by Customer in the then-
current, unmodified release of the software in accordance with the priority level assigned by PowerPhone,and
agreed to by both parties.
June 27,2014 Page 10
PowerPhone,Inc. Master Services Agreement
(a)Priority 1 Errors. PowerPhone shall promptly commence the following procedures:
(i)assign PowerPhone engineers to correct the Error;
(ii)provide Customer with periodic reports on the status of the corrections; and
(iii)initiate work to provide Customer with a Workaround or Fix.
(b)Priority 2 Errors. PowerPhone shall exercise commercially reasonable efforts to include the Fix for the
Error in the next regular software maintenance release.
(c)Priority 3 Errors. PowerPhone may include the Fix for the Error in a subsequent major release of the
software.
Software Product Updates
PowerPhone shall make available to the Customer any software patches,corrections,or improvements to the
Software Product for which Annual Maintenance is ordered during the Annual Maintenance Period. These
Updates are provided for the single Software Product for which Annual Software Maintenance is ordered. In order
to be eligible for updates,the Maintenance Agreement must be in continuous force from the time of the purchase
of the product.
Electronic Access to Annual Maintenance
PowerPhone shall grant to the Customer the right to access such electronic distribution services as PowerPhone
deems appropriate.These distribution services may include electronic mail,or access via the Internet to files and
documents. It shall be the responsibility of the Customer to provide any such resources as may be necessary for
Customer's electronic access to the Annual Maintenance Services,including the internet connectivity to facilitate
remote access.
Custom Programming And Consulting Services
If Customer requires professional services for special applications in connection with the Licensed
Software, PowerPhone's technical staff will be made available to the Customer on a project basis at the regular
hourly rate per man-hour,which PowerPhone is then charging for such services, plus travel and other reasonable
expenses.
3.SOFTWARE LICENSE
Use of the Software Product for which Annual Maintenance is ordered is subject to the terms and conditions of the
PowerPhone Software Licensing Addendum included in the Master Services Agreement#14-4656 provided with
the software as originally shipped from PowerPhone.Any updates,or modifications received by Customer via the
services described herein shall also be subject to the terms and conditions of the Software Licensing Addendum
originally provided with the Software Product.
4.EXCLUDED SERVICES
The maintenance service to be provided by PowerPhone under this Agreement shall not include maintenance
necessary due to failure of a Software Product not supplied by PowerPhone or not covered under this Agreement.
Services provided by PowerPhone that are outside the scope of and/or specifically excluded by this Agreement
shall be invoiced by PowerPhone at a rate determined by PowerPhone based on the nature of the service(s).
S.TERM AND TERMINATION
The term of the Annual Maintenance Period shall be as defined in Paragraph 1. At or near the time at which the
Annual Maintenance Period shall expire,the Customer will be granted the opportunity to extend the services for
that Product for an additional year subject to the applicable Annual Maintenance rate for that particular Software
Product in the then-current PowerPhone Products Price List. PowerPhone reserves the right to unilaterally and
immediately terminate this Agreement in the event Customer fails to adhere to its terms and conditions. In
addition, PowerPhone reserves the right to discontinue Annual Maintenance with respect to a particular Software
Product at the time of renewal of the Annual Maintenance Agreement.
June 27,2014 Page 11
PowerPhone,Inc. Master Services Agreement
6.DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
OUTSIDE OF THOSE EXPRESSLY WRITTEN HEREIN,PowerPhone HEREBY DISCLAIMS ALL WARRANTIES WITH
REGARD TO THE SERVICES PROVIDED HEREUNDER,INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OBLIGATIONS OR LIABILITIES ON THE
PART OF PowerPhone FOR DAMAGES, INCLUDING,BUT NOT LIMITED TO,CONSEQUENTIAL,INCIDENTAL,
SPECIAL,OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF
THE SOFTWARE AND ANNUAL MAINTENANCE SERVICE,INCLUDING,BUT NOT LIMITED TO,LOSS OF USE,
REVENUE,PROFIT,OR DATA.
7.DELAY
PowerPhone shall not be liable for any delay in the provision of the services described herein due to any cause
beyond its control.Such causes include, but are not limited to strike,acts of God, lot failure,acts of the Customer,
etc. In the event PowerPhone is unable wholly or partially to perform its obligations pursuant to this Agreement
because of any cause beyond its control, PowerPhone may terminate this Agreement without liability to Customer.
8.SOFTWARE PRODUCT IDENTIFICATION
Product Description:Total Response Computer Aided Call Handling Ver.3.8.1 or higher
Product Serial Number:
Customer Purchase Order Number and Date:
PowerPhone Contract#:14-4656
June 27,2014 Page 12
£z
ELGIN
THE CITY IN THE SUBURBS-
DATE: July 15, 2014
TO: Bill Wolf, Deputy Chief of Police
FROM: Jennifer Quinton, Deputy City Clerk
SUBJECT: Resolution No. 14-89 Adopted at the July 9, 2014, Council Meeting
Enclosed you will find the agreement listed below. Please distribute this agreement to the other
party and keep a copy for your records if you wish. If you have any questions please feel free to
contact our office 847-931-5660 and we will do our best to assist you. Thank you.
• Agreement with PowerPhone, Inc. for a Total Response Emergency Call
Handling System