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Home My WebLink About131079 P R C PUBLIC SECTOR - CONTRACT - CONTRACT - 126386PRC MASTER MAINTENANCE AGREEMENT s Agreement is entered into between PRC Public Sector, Inc., a Delaware corporation, with office at 12001 Sunrise Valley Drive, Reston, Virginia 22091, hereinafter referred to as ZC", and City of Fort Collins, Colorado, hereinafter referred to as "Customer". PRC will provide the following services: A. Services provided for by the PRC Software Maintenance Sub -Agreement, (copy attached), which includes PRC provided software as shown on Exhibit A of the Software Agreement The above shall be referred to as sub -agreement. The term of this Agreement shall commence on April 1, 1998, and shall continue for a term of one (1) year. This agreement shall be renewed annually if agreeable to both parties. The total term shall not exceed five (5) years 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, the Agreement shall terminate as of the date funds are unavailable to pay for the services to be provided with no further financial obligation of the Customer. Customer may also terminate if PRC is in default of this Agreement or if Customer substantially changes any of the software systems to be serviced under this Agreement. In the event of a conflict, the terms of this Agreement shall take precedence over the terms and conditions of the sub -agreements. The Customer shall pay the amount labelled "Total Due," with respect to the period identified, in Exhibit "A" (attached). prepared October 7, 1997 MMK1097 WPD Page 1 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 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. 2. The Customer's Management Information 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. 3. The Customer's Police Records Management 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. 4. The Customer's Fire Records Management 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 5. The Customer's Courts Records Management 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 Document prepared October 7, 1997 SMK1097.WPD Page 5 2. PRC SOFTWARE MAINTENANCE SUB -AGREEMENT B 5►:iiiitjYli:?e SERVICES TO BE PROVIDED 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 Leven 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 = be billable. The determination of whether an after-hours call is billable will be made solely by PRC. Authorized Options. (check the appropriate box) On Demand Maintenance Service ❑ YES ❑ NO number of On Demand Maintenance service trips at $8,500 each for a total Of $ PRC will provide up to forty (40) hours of On Demand Maintenance per trip. Each On Demand Maintenance service trip includes travel and expenses for only one (1) visit to Customer's site. The 40-hour time On Demand Maintenance will be delivered in one continuous trip to the Customer's site. Document prepared October 7, 1997 SMK 1097. WPD Page 6 JRN 6'98 16'30 FR RLEXRNDER-RLEXRNDER 410 733 5241 TO 4152914690-59342 P 02 NAsh fp?L>ilL.`y�R,i�Y;E7a 7 a mkt' (f ...Q..,�<„gyp aij,,, #>I ery MxA 11 DATE MAI=NY) anb'�k',JN61E A��t"".IM'�;��;,';'�MMel'li. 12112/1997 u4.,e<rw„v<... ..max..., P.00ucEi 410-547.2800 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Alexander & Alexander Inc (Maryland Car it Ann Risk Services Camfler "dory 111 Market Place ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER- THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE Baltimore MD 21202 COMPANY A CONTINENTAL CASUALTY CO NTNReD COMPANY PRC Public Sector. Inc B I COMPANY 1500 PRC DOVE - MaJatop 4N1 McLean, VA 22102 C COMPANY D �� r' >�� R•�..§�:Pe�'!`i-,�a+1�„�"�1?IFUH"�„ .�„ V .x�°D�.�C,A.�,�� :��.:1� ..»�» ��: sr`:�'L�A , , � , THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REoUmEMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE APFORDED BY THE POLICIES DESCRIBED HEREIN IS SUEJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO CO TrpE DF LNSURANCE POUCY NUMBEA POLICY EFFECTNE DATE RMMIROKY) POLICY EX wroN DATE MM/ODRYI uMne GENOR LANAITY GENERAL AGGREGATE I T5 COMPAJP AGG F COMMERCIAL GENV LLIABILTTY 7 CLAMS MACE ❑ OCCUR PERSONAL L ADV A. a L.C. OCCUFMWE I Ow 5 & CONTRACTOR'S PROT ME DAMAGE (AM Pro 6.1 I MW EXP A"m.P N I ANnOMOagE UAHM1RY COMBINED 6P+GLE UMrt 1 ANY AUTO BOoRY mv" (Pw PA a All, OVnIW AUTOS SCNEDVLFD AUr05 SOORY IN1UM (pw aotl9aR0 a Nd= AUTOS NQN,owH D AUTOS I PROIERY DAMAGE > AM ONLY - EA ACCID OTHNI THAN AUTO Or4Y't 7-= EACH ACCIDENT a ABOAEOATE E I. EXCESS UAW." EACH OCCUMFNCE E AQOIQOAiE s UMBRELLA mm � a OTHER THAN VMBREUA FORM A MCMa cwaENSAT+oN ANo WC157355943 03l07/1997 0310111998 wC X cmWill IwpSnATLL Emm"VeR$ LIABILITY B. EACH ACCDENi' a 2, 000, 006 E4 ONiELSE roLICY UMn f 2,000,Ooo TEE: PAOIHIRTORI X !NCI. PARtNBiS BCVME aaSFi. FA EMPLOYPA a 2, 000, 000 OFFcsPa^RE ExCL MCROT10N OF OIFAATgRSAACATIONSNENRtt$:SPEC{µ rpEms J Clty Of Fort Collins 256 W- Mountain Avenue P,O Bog 580 1HOVID ANY OF THE ABovir ciiCRlBEO POUOM BE CANCEILW SEiOAE THE Egg RATIOR DATE Trgf THE NSUBJa COMPANY Wrtt 610FP.VOR TO MAN 30 DAYDAYS N N710E iOR NOES►A�YAIRN7 E NDLDEA AAmEo to ME airy BUT�FAy10 RLIM TO MAR SUCH NOTICE 41 A BRPOSE NO OBUGATWN OR UABAFTY Fort Collins, CO 80522.OSSO OF ANY K. OR TNe COMPANY, n2 A46NT8 OR MPRIN NrATTYBE At nqB AETIp3BlTATIVE .�..J1 V/a��'�e. e�rt2T�. >�I.nin�`^F48✓'k3'� Bill Filbert REM a...:.'e.._�x��M�i 0d.a255067 ** TOTRL PRGE 002 ** PRC MASTER MAINTENANCE AGREEMENT The fees for Basic Software Maintenance shall be paid annually in advance. Per call and block time charges, if selected as options in Item 2 of Exhibit B of the PRC SOFTWARE MAINTENANCE SUB -AGREEMENT, will be invoiced after the service is performed. Prices in this Agreement are exclusive of applicable taxes, if any. The parties recognize the Customer is a tax exempt governmental entity. 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. 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 the individuals listed below, by Title, are authorized to act as Representatives for each respective Agency with regards to Amendments/Change Orders to this Master Maintenance Agreement The Representatives listed below, by Title, are authorized to sign Amendments/Change Orders to this Agreement that do not exceed 10% of the annual Agreement value, or 10% of the total Agreement value Amendments/Change Orders that exceed 10% of the annual Agreement value, or exceed 10% of the total Agreement value must be approved by the Authorized Representative responsible for executing the Master Maintenance Agreement City of Fort Collins, Colorado (Title) James B . O'Neill I I , CPPO Director of Purchasing and (Title) Risk Management (Title) I Document prepared October 7, 1997 MMKI097.WPD PRC Public Sector, Inc. Director Customer Services Contracts Manager Page 2 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 couner service to the respective parties as follow: Customer: PRC: PRC Public Sector, Inc. Daniel M. Hiett Vice President, Contracts 12001 Sunrise Valley Drive Reston, Virginia 22091 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 prepared October 7, 1997 MMK1097.WPD Page 3 PRC MASTER MAINTENANCE AGREEMENT 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 City of Fort Collins, Colorado: Signaitire of Authorized Representative John F. Fischbach, City Manager Printed Name 10 > CA,1� A��4 James B. O'Neill I1, CPPO Title Director of Purchasing and Risk Management /7 Date PRC PUBLIC SECTOR, INC.: Daniel M. Hiett Vice President, Contracts .7 )AN 9$ Date Document prepared October 7, 1997 MMK1097.WPD Page 4 PRC MASTER MAINTENANCE AGREEMENT Exhibit "A" No. 1: April 1, 1998 to March 31, 1999 PRC Basic Software Maintenance: a) Pohce/Fire CAD $15,952 00 b) Pohce/Fue RMS $15,952 00 c) Courts RMS $ 6,442 20 Total Due Period No. 1: $38.346.20 riod No. 2: April 1, 1999 to March 31, 2000 PRC Basic Software Maintenance: a) Police/Fire CAD $16,749 60 b) Police/Fire RMS $16,749.60 c) Courts RMS $ 6,764.30 Total Due Period No. 2, $40.263.50 No. 3: April 1, 2000 to March 31, 2001 PRC Basic Software Maintenance. a) Police/Fire CAD $16,749 60 b) Police/Fite RMS $16,749.60 c) Courts RMS $ 6,764 30 Total Due Period No. 3: $40.263.50 riod No. 4: April 1, 2001 to March 31, 2002 PRC Basic Software Maintenance. a) Pohce/Fire CAD $17,547 20 b) PohcelFue RMS $17,547.20 c) Courts RMS $ 7,086 40 Total Due Period No. 4: $42.1RO.R0 No. 5: April 1, 2002 to March 31, 2003 PRC Basic Software Maintenance. a) Police/Fire CAD $18,344.80 b) Police/Fire RMS $18,344 80 c) Courts RMS $ 7,408.50 Total Due Period No. 5: $44.09R.10 prepared October 7, 1997 MMK1097.WPD Page 5 PRC SOFTWARE MAINTENANCE SUB -AGREEMENT EN= effective April 1, 1998, between PRC Public Sector, Inc., 12001 Sunrise Valley Reston, Virginia 22091 ("PRC") and Fort Collins, Colorado ("Customer"). For the purpose of this Agreement, the "Software System" shall mean the computer software system identified in Exhibit A. a. With respect to the Software System, PRC agrees to perform, or cause to be per- formed, the following maintenance services: L 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 anse concerning the Software System, PRC will provide a reasonable amount of telephone assistance within the schedule and charges stated in Exhibit B iv. If Serious problems anse (see 3 Seventy Leven 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. prepared October 7, 1997 SMK1097.WPD Page 1 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. SE,VERITY 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 terminals; 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; 9. 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. 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 Document prepared October 7, 1997 SMK1097.WPD Page 2 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 usemames 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. The term during which PRC shall be obligated to perform under Section 2 shall commence April 1, 1998, and, unless terminated pursuant to the PRC MASTER MAINTENANCE AGREEMENT shall continue for a period of 1 year PRC and Customer may, by mutual agreement in writing, renew the term or any renewal thereof, for an additional period of four years. Document prepared October 7, 1997 SMK1097 WPD Page 3 PRC SOFTWARE MAINTENANCE SUB -AGREEMENT 6. LICENSF. 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). lul �� :: 1 : ►II ul _I _.� 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. Document prepared October 7, 1997 SMK1097 WPD Page 4