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HomeMy WebLinkAboutItem 11 - Financial System Support MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGER 0- MEETING DATE: OCTOBER 3, 2017 SUBJECT: APPROVAL TO RENEW AN ANNUAL CONTRACT FOR FINANCIAL SYSTEM SUPPORT SERVICES RECOMMENDATION: City Council to consider approval to renew an annual contract for financial system support services with STW, Inc. FUNDING SOURCE: Funding for this purchase is available in the FY 2018 budget in accounts 100-44500-105-2 (Licenses and Fees) and 200-44500-530-3 (Licenses and Fees) for an annual estimated amount of$62,621.95. BACKGROUND: The original agreement was initiated in 1995 with STW, Inc. to provide these services and has been renewed every year since. If approved, this will cover IT financial system services for the 2018 fiscal year annual renewal period. The purpose of the licensing agreement and the extended support services agreement is to provide on-going services for the City's finance system. The agreement provides for basic support services for issues related to the operation of the STW application software on local personal computers, related printing issues, application security, and licensing fees. Additional funding has been appropriated to cover special projects, tailored training, and other issues that are not covered by the agreement and will be billed at the agreed hourly rate included in the agreement. This agreement provides periodic database tuning, analyzes server performance issues, reporting tools and security as it relates to the STW application software. Staff recommends approval. JS/BS STW Extended Support Agreement The parties to this Contract are STW, Inc. (STW), a Texas corporation and City of Grapevine, Texas(Customer). This Agreement sets forth the terms and conditions under which STW will furnish"Extended Support Services" for STW Licensed Products as described herein to Customer, and Customer will pay therefor. Exhibits attached which are a part of this Contract are: Appendix A For and in consideration of the mutual undertakings herein set forth,the parties hereto agree as follows: 1. DEFINITIONS. The following terms as defined below are used throughout this Contract. (a) "Extended Support" is defined as services in addition to the standard "telephone support" provided with the annual STW application software lease, and software products distributed by STW. Extended support is separated into the following major categories: a. STW application software. This service provides assistance, how to, step by step, and problem solving to Customer for users of STW application software. Customer users must have working knowledge of their job function, and of the STW application software. b. STW application security. This service provides assistance in the setup and maintenance of user security and the creation and maintenance of user defined menus used to access the various applications. Application security only controls the use of resources granted to user, and not which resources are granted to them. They, in turn, determine the use of these resources by users of the application through application security. Implementation and completeness of application security remains a Customer responsibility c. Desktop & Printers. This service provides support for issues related to the operation of the STW application software on local personal computers, and related printing issues. This addresses problems with Internet Explorer, loading of required Stw add on programs, and Java issues. Stw must have administrator rights to the local PC to perform some actions. Some issues may not be resolved unless the operating system on the local PC is reloaded, and Stw does not provide this service as a part of this agreement. d. Database Administration Support. This service is to provide periodic database tuning, and to analyze server performance issues related to the Stw application software. The recovery effort required is determined by factors outside of Stw's area of control, and will vary by the server and network environment. e. Reporting Tools: This support item provides users support for using Vision and Intellicus reporting tools, which are products distributed by STW. Users must ©Stw Inca 2017 Page 1 STW Extended Support Agreement have already received training in the reporting tool products, and should be reasonably proficient with the product. f. Training: Unlimited,web based, one-on-one remote training will be made available to any user during normal business hours (Monday—Friday 8 AM to 5PM). The training will be no more than two hours and it must be scheduled at least one week in advance of the actual training. This does not include training for newly purchased applications. (b) Additional Services. The services listed below are not included in the STW Extended Support Agreement. These services shall be provided at STW's discretion and will be billed on a time and materials basis at the rates for additional services contained in Paragraph 4 or Appendix A hereto. a. Changes to print programs such as the printing of checks or utility bills. b. Software modifications. c. Software training for new STW application software or reporting tools. d. Software implementation or consulting services. e. Responding to problems caused by bad data. f. Responding to problems caused by hardware. g. Recovery services related to server crashes. h. Responding to problems caused by user error. i. Responding to problems caused by software that is not STW application software or STW reporting tools. j. Time required for Stw to create reports for a Customer user, using reporting tools. k. Responding to problems resulting from misuse, accidents, Customer neglect, fire, or any other cause not within STW's reasonable control. 1. Changes made to STW application software or operating system environment, by someone other than STW staff. m. Any other services performed by STW not otherwise specifically provided for in this agreement, including but not limited to, bank reconciliation, reconciling out of balance reports, balancing segments of the system, etc. (c) Support Environment: Customer must open any firewall ports to allow the use of STW support products. STW currently uses Citrix products include "GoToAssist", but may change these products at any time. If Customer will not allow access for STW support products, STW cannot guarantee support standards will be met. ©Stw Inc.2017 Page 2 STW Extended Support Agreement 2. PRIMARY CONTACTS AND REPRESENTATIVES. The primary contact for Stw during the The primary contact for the Customer during term of this Contract shall be: the term of this Contract shall be: Steven Franklin Bruno Rumbelow 212 E. Franklin Street 413 South Main Street Grapevine, Texas 76051 Grapevine, TX 76051 Phone: (817) 329-1711 x208 (817) 410-3115 Customer shall notify STW in writing of any change in the primary contact. 3. PAYMENT. Customer agrees to pay STW the amounts specified in Appendix A and any amounts billed for Additional Services described in 1(b) in U.S. dollars and by the date specified in Appendix A. Any amount not paid when due, which is not in dispute, will accrue interest at the rate of one and one-half(1.5) percent per month, or the maximum interest allowable under applicable law, whichever is less. Customer will pay such interest when remitting the principal amount to STW. 4. CUSTOMER SUPPORT. (a) STW agrees to provide Customer with the (1) Extended support for Stw Licensed Products as defined by definitions from Monday through Friday from 8:00 a.m. to 5:00 p.m., local time. After hours support can be scheduled in advance to a mutually agreeable time period between Customer and STW staff. (2) Invitations to and participation in online web meetings, if any. (b) Additional services are defined in Definitions. 5. LIMITED WARRANTIES. (a) Warranty. STW warrants that support personnel will be trained in the user of STW application software, for their effort providing support for Customer. (b) Remedies. In case of breach of warranty or any other duty related to the quality of the support, STW or its representative will provide alternate personnel, or if not ©Stw Inc.2017 Page 3 STW Extended Support Agreement practicable, STW will refund to Customer the amount actually paid to STW for the service on a pro-rata share of any service fees that Customer actually paid to STW for the period. Customer acknowledges that this Paragraph sets forth Customer's exclusive remedy, and STW's exclusive liability, for any breach of warranty or other duty related to the quality of the services provided. (c) The foregoing warranties do not apply if the Licensed Products have been modified by any party other than STW or its authorized licensors or representatives. 6. INDEMNITY. (a) STW agrees to indemnify and save Customer harmless from and against any and all judgments, suits, costs and expenses subject to the limits set forth in this Contract resulting from any alleged infringement of any patent or copyright arising from the licensing of the STW Licensed Software pursuant to this Contract. (b) Indemnity. If action is brought against Customer claiming that Licensed Product infringes a patent, copyright or trade secret within the United States, STW will defend Customer at STW's expense and, subject to Section 7 of this Contract, pay the damages and costs finally awarded against STW in the infringement action, or against Customer for an infringement for which STW has agreed to indemnify Customer under this contract. Such damages are due Customer only under the following conditions: (1) Customer notifies STW promptly upon learning that the claim might be asserted; (2) STW has sole control over the defense of the claim and any negotiation for its settlement or compromise; and (3) Customer takes no action that, in STW's judgment, is contrary to STW's interest. 7. NO CONSEQUENTIAL DAMAGES. Under no circumstances will STW or its licensors or representatives be liable for any consequential indirect special, punitive, or incidental damages, whether foreseeable or unforeseeable based on Customer's claims or those of its customers, including, but not limited to, claims for loss of data, goodwill, profits, use of money or use of the Licensed Products, interruption in use or availability of data, stoppage or other work or impairment of other assets out of breach or failure of express or implied warranty, breach of contract, misrepresentation of negligence, strict liability in tort or otherwise, except only in the case of death or personal injury where and to the extent that applicable law requires such liability. In no event will the aggregate liability which STW or its successors or representatives may incur in any action or proceeding exceed the total amount actually paid by Customer for the specific Licensed Product that directly caused the damage. ©Stw Inc.2017 Page 4 STW Extended Support Agreement 8. TERMINATION. (a) By Customer: If STW fails to provide the Extended Support as warranted in accordance with the terms of this Contract, Customer may at its option, without refund, terminate this Contract with ninety (90) days written notice as follows: (1) The termination notice shall provide a detailed description(with examples) of any warranty defects claimed; (2) STW shall have ninety (90) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Contract; (3) At the end of ninety (90) days unless the termination has been revoked in writing by Customer, the Contract terminates. (b) By STW: If Customer fails to make prompt payments to STW when invoiced, or if Customer fails to fulfill its responsibilities as prescribed in this Contract, STW may at its option terminate this Contract upon ninety (90) days written notice to Customer, as follows: (1) The termination notice shall define the reason(s) for termination; (2) If the reason cited for termination is Customer's failure to make prompt payment, Customer shall have ten (10) days from receipt of said notice to make payment in full for all outstanding invoiced payments due; (3) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Contract. (4) At the end of ninety (90) days, unless the notice of termination has been revoked in writing by STW,the Contract terminates. (c) In the event of termination by either party, STW shall continue to provide services, as previously scheduled, through the termination date and Customer shall continue to pay all fees and charges incurred through the termination date as provided in this Contract. (d) This Contract may be terminated without judicial or administrative resolution if Customer or STW, or any of Customer's, or STW's employees or representatives breach any term or condition hereof. (e) Either party may terminate this Contract in the event of bankruptcy, insolvency and/or assignment for the benefit of creditors of or by either party. (f) This Contract shall endure to the benefit of and bind parties hereto,their successors and assigns. (g) The provisions of Sections 5, 6 and 7 will survive the termination of this Contract. © Stw Inc. 2017 Page 5 STW Extended Support Agreement (w) 9. MISCELLANEOUS. (a) All notices or approvals required or permitted under this Contract must be given in writing. Any waiver or modification of this Contract will not be effective unless executed in writing and signed by STW. (b) This Contract will bind both the Customer's and STW's successors-in-interest. This Contract will be governed by and interpreted in accordance with the laws of the State of Texas, U.S.A. If any provision of this Contract is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Contract. (c) This Contract constitutes the complete and entire statement of all conditions and representations of the agreement between STW and Customer with respect to its subject matter. (d) This Contract may be amended or modified only in writing by both parties. 10. INDEPENDENT CONTRACTOR. STW is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. 11. INSURANCE REQUIREMENTS. Each party shall be responsible for Worker Compensation coverage for its own personnel. STW shall not commence work under this Contract until it has obtained Worker Compensation Insurance. STW shall procure and maintain, during the term of this Contract, Worker Compensation Insurance for all of its employees or representatives who engage in the work to be performed. Should Customer require other insurance coverage of STW, it shall be provided at Customer's expense upon notice to STW. 12. NOTICES Notices to STW shall be mailed certified mail, return receipt requested to: Mr. Steve Franklin, 212 East Franklin, Grapevine, TX 76051. Notices to Customer shall be mailed certified mail, return receipt requested to: Bruno Rumbelow City of Grapevine 413 South Main Street Grapevine, TX 76051 ©Stw Inc. 2017 Page 6 STW Extended Support Agreement 13. TERM OF EXTENDED SOFTWARE SUPPORT The initial term of this agreement is one year from the date of the authorized signatures provided below, and will automatically renew annually unless notice of termination is given by either party. Reasonable prices increases are applicable after the first year of the contract. This Contract contains the complete and exclusive statement of the Extended Support Agreement Contract between the parties concerning the matters referred to herein and replaces any prior oral or written representations or communications between the parties. Each individual signing below represents that they have the requisite authority to execute this Contract on behalf of the organization for which they represent and that all necessary formalities have been met. This Contract is effective upon the last date shown on this page. AGREED TO BY: STW Inc. City of Grapevine By: By: Steve Franklin, President Bruno Rumbelow Name & Title Date: Date: ©Stw Inc.2017 Page 7 STW Extended Support Agreement Appendix A 1. Payment Schedule: Customer shall pay STW upon receipt of a valid invoice within thirty(30 days)of the receipt of an invoice for one time license fees, installation,training, conversion, and travel charges. Annual Maintenance and Lease fees as set forth in Paragraph 2 hereof shall be due and payable when the specific application is in production use by the customer, and then annually from the effective date of this Contract. 2. Use of Independent Contractors. STW may engage independent contractors to perform all or part of STW's obligations under this Contract. 3. Hourly Charges. Charges for additional services performed are $145.00 per hour(hourly rate based upon the individual), plus out-of-pocket expenses. The rates shown are the current rates at the time of contract signing. Hourly rates may change and will be billed at STW's current hourly rates. 4.Charges: (The following items will be billed in December) General Led:er 2,171.00 Accounts Pa able 1,900.00 Bud:et Pre.aration 1,629.00 Pa roll 2,714.00 Utili Billin: 2,714.00 Cash Recei its 1,900.00 Fixed Assets 1,629.00 Purchase Card 1,629.00 Pa roll Timesheets 2,171.00 Pa roll Bud:etin: 2,171.00 Accounts Receivable 2,714.00 Re.ort Distribution 1,357.00 Res uisitions 2,171.00 STW Tools 1,629.00 Total Extended Su. .ort $ 28,499.00 Su..ortin: Software 3,900.00 Stw Backus 600.00 Securi License .00 Email Service .00 O.enGov Interface .00 Total Additional Products/Services $ 4,500.00 ©Stw Inc. 2017 Page 8 STW Extended Support Agreement Note: Any amounts that are zero are for applications/products currently not used. • Intellicus 1,500.00 Vision Infor 1,672.95 Re s ortin' Tools Total $ 3,172.95 Amounts specified for Vision and Intellicus are based upon the previous year's amounts and may change. The amounts will be billed at the time a bill is received from the vendor. Note: You will be billed in January for the "Additional Products/Services" ($4,500.00)and your lease regardless of whether you purchase the Extended Support Contract. The lease for fiscal year 2018 will be$26,250.00. © Stw Inc. 2017 Page 9