HomeMy WebLinkAbout11-083 - CaseloadPRO - Probation Information Sharing Software 11 -083
Council Approval NIA
FeCaseloadPRO,,Om Customer Order
Recurring Monthly Expenses Tukwila Municipal Court, WA
Monthly Subscription (2 users $50.00/user) .......................$100.00
The monthly subscription amount is based on the number of active "User Blocks For the purposes of this order, a user shall be
defined as any individual person who has an active login to access CaseloadPRO. Additional user blocks may be added, which
will be pro -rated through the remainder of the subscription term then in effect. Customer may decrease its user blocks during
any month upon 30 days notice. A credit will be provided in the form of an extension to the subscription term then in effect
Total ........................$100.00
Effective Date: The effective date of this order shall be the date of last signature.
Duration: [1) month starting at system acceptance and "Go Live"
Renewals: This order automatically renews each month for an additional 1 month, unless either party provides the other with notice
of non renewal at least 30 days prior to the renewal date.
Price Increases: CaseloadPRO may not increase its prices under this order by more than 1.2 times (120%x) the relative percentage
change in the Consumer Price Index (CPI). The change in CPI will be calculated between the current date and the date of last price
increase (if no price increase has been made, then the effective date of this order).
Payment: All services are to be paid in advance. Payment for the first month of "Monthly Expenses" is due at system "Go Live
Future "Monthly Expenses" invoices will be due prior to the beginning of the month in which the services are provided.
Terms: This order is governed by the terms of the Master Subscription Services Agreement, which terms are incorporatedinto this
order for all purposes.
Tukwila Municipal Court, WA CaseloadPRO, L.P.
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Name: nlow Tlame: Larry Stanton
Title: Court Administrator Title: Director of Ooerations
Date: Date:
City of Tukwila, WA
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Na /Jim Hagg,oZ
Title: M f avor
Date: ill td
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f caseIoadPM:0M Customer Order
One -Time Expenses Tukwila Municipal Court, WA
Setup Charge $295.00
This is a one -time fee that covers any necessary changes to system lookup tables and the provisioning of space on CaseloadPRO
servers.
CustomReports TBD
CaseloadPRO will provide customized reports at an additional charge.
DataConversion $0.00
No data conversion services to be provided.
Training $0.00
CaseloadPRO will provide online and telephone based training as needed at no additional charge.
Total.................................................................................................................. $295.00
Effective Date: The effective date of this order shall be the date of last signature.
Duration: This Customer Order will remain in effect for 90 days.
Payment: All services are to be paid in advance. All one -time expenses will be billed upon acceptance of the Master Subscription
Services Agreement and this Customer Order. Any work described will commence upon receipt of payment unless otherwise agreed
to in this Customer Order.
Terms: This order is governed by the terms of the Master Subscription Services Agreement, which terms are incorporated into this
order for all purposes.
Tukwila Municipal Court, WA CaseloadPRO, L.P.
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Name. L Tricia Kinlow Name: Larry Stanton
Title: Court Administrator Title: Director of Operations
Date: Date:
City of Tukwila, WA
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Nam I/Im Ha
Title: Mavor
Date: 5 3
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Master Subscription Services Agreement
This CaseloadPRO Master Subscription Services Agreement is between CaseloadPRO, L.P., a California limited partnership, and the
department signing below (Customer), and is dated as of the date of last signature.
a). Limited Warranty. CaseloadPRO warrants to Customer
1) CASE MANAGEMENT SERVICE. This agreement provides (i) that commercially reasonable efforts will be made to
Customer access to a proprietary online subscription service maintain the online availability of the Services for a
consisting of a web -based hosted portal for case management, minimum of 99% availability in any given month
tracking and organizing offender related data, which includes (excluding scheduled outages), (ii) the Services will
functionality for: perform materially in accordance with its user guide, (iii)
Offender demographic data entering and maintaining, the functionality of the Services will not materially
Offender case details entering and maintaining, decrease, (iv) and the customer support will not
Offender image uploading and tracking, and materially degrade.
Officer and offender caseload assignment tracking.
b), Limited Remedy and Disclaimer Customer's exclusive
CaseloadPRO will provide this functionality through the remedy and CaseloadPRO's sole obligation for breach of
caseloadnro.com domain, within its server environment and the warranty in (a)(i) immediately above will be for
under the terms below (Service). This agreement requires one CaseloadPRO to provide a credit (if this agreement is not
or more orders which will define the Services further and the renewed, then a refund), for the month in question;
pricing for the Services, which orders are governed by the provided that Customer notifies CaseloadPRO of such
terms of this agreement. CaseloadPRO may also provide data breach within 30 days of the end of the month in question.
conversion and training services for Customer, which may be CASELOADPRO DISCLAIMS ALL OTHER WARRANTIES,
further described in an order and a statement of work. INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE
2) USE OF SERVICES. OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A
a). CaseloadPRO Responsibilities CaseloadPRO must (i) PARTICULAR PURPOSE.
use commercially reasonable efforts to make the Services
available, except for (x) scheduled outages, or (y) 5) MUTUAL CONFIDENTIALITY.
unavailability caused by force majeure, and (ii) provide
customer support for the Services at no additional charge: a). Definition of Confidential Information Confidential
the customer support terms are on Exhibit A to this Information means all confidential information disclosed
agreement, which are incorporated into this agreement by a party (Discloser) to the other party (Recipient),
for all purposes. CaseLoadPRO must make reasonable whether orally or in writing, that is designated as
commercial efforts to protect the Customer Provided confidential or that reasonably should be understood to
Information from misuse and unauthorized disclosure, be confidential given the nature of the information and the
when that information is being processed or used by the circumstances of disclosure (Confidential Information).
Services. CaseloadPRO's Confidential Information includes the
Services.
b). Lfflstomer Responsib Customer (i) is responsible
for Customer Provided Information, (ii) must use b). Protectio of Co nfidential I nforma tion The Recipient
commercially reasonable efforts to prevent unauthorized must use the same degree of care to protect the
access to the Services, and notify CaseloadPRO promptly Confidential Information that it uses to protect its
of any such unauthorized access, and (iii) may use the confidential information (in no event less than reasonable
Services only in accordance with its user guide and care) and not disclose or use any Confidential Information
applicable government law and rules. of Discloser for any purpose (other than within the scope
of this agreement). The Recipient must make
Customer may not (w) sell, resell, rent or lease the commercially reasonable efforts to limit access to
Services, (x) use the Services to store or transmit Confidential Information of Discloser to those of its
infringing, libelous, or otherwise unlawful or tortious employees, contractors and agents who need such access
material, or to store or transmit material in violation of for purposes consistent with this agreement and who have
third -party rights, (y) interfere with or disrupt the signed similar confidentiality agreements with the
integrity or performance of the Services, or (z) attempt to Recipient
gain unauthorized access to the Services or their related
systems or networks. c). Exclus Confidential Information excludes information
that: (i) is or becomes generally known to the public
3) PAYMENT TERMS. Customer must pay all fees that are due without breach of any obligation owed to Discloser, (ii)
within 30 days of receipt of a correct invoice, plus applicable was known to the Recipient prior to its disclosure by the
sales, use and similar taxes. Discloser without breach of any obligation owed to the
Discloser (iii) is received from a third party without
4) WARRANTY /SERVICE LEVEL AGREEMENT and REMEDY. breach of any obligation owed to Discloser or (iv) was
Ver: 0510 Confidential to CaseloadPRO 1
independently developed by the Recipient without use or
access to the Confidential Information. 8) TERM, TERMINATION AND SUSPENSION OF SERVICE.
6) PROPRIETARY RIGHTS. a). Term This agreement continues until all orders have
expired or are terminated. Orders may have specific
a). Reservation of Rights by CaseloadPRO The software durations specified on the order (Term). Unless otherwise
and other technologies provided by CaseloadPRO in specifically provided in the applicable order, additional
providing the Services are the proprietary property of user blocks subscriptions terminate on the same date as
CaseloadPRO and its licensors, and all right, title and pre- existing user block subscriptions.
interest in the software, Services and other technology,
including all associated intellectual property rights, b). Expiration, Unless otherwise extended or amended in
remain only with CaseloadPRO. CaseloadPRO grants no writing by the parties, this Agreement shall expire on
rights unless expressly provided in this agreement. Any December 31, 2012 and shall not exceed forty thousand
software provided by CaseloadPRO as part of the services dollars ($40,000).
is licensed as follows: CaseloadPRO grants Customer a
non- exclusive, non transferable internal use license to c). Mutual Termination for Material Breach If either party
such software for the duration of the Services (Software is in breach of any material term of this agreement, the
Component) other party may terminate this agreement at the end of a
written 30 -day notice /cure period, if the breach has not
b). Customer Restrictions Customer may not been cured.
I. reverse engineer the Services or the Software
Component; L Actions upon Termination
ii. remove or modify any proprietary marking or (w) Upon any termination as provided in 8(b) above by
restrictive legends in the Service; or Customer, CaseloadPRO must refund any prepaid fees
iii. access the Services or Software Component to (w) covering the remainder of the Term of that order.
build a competitive product or service, or (x) copy any
feature, function or graphic of the Service. (x) Upon any termination as provided in 8(b) above by
CaseloadPRO, Customer must pay any unpaid fees
c). Customer Provided Information All uploaded covering the remainder of the Term of all orders, and
information under Customer's account remains the sole destroy all CaseloadPRO property and the Software
property of Customer, as between CaseloadPRO and Component Customer upon request will confirm that
Customer (Customer Provided Information). Customer it has complied with these requirements.
grants CaseloadPRO a non exclusive term license to use,
modify, copy and prepare derivate works of the Customer d). Return of Customer Provided Information Upon
Provided Information for purposes of CaseloadPRO request of Customer within 30 days after the effective date
performing under this agreement Upon a Customer of termination of the Services, CaseloadPRO will make
request, CaseloadPRO will promptly return to Customer available for download or provide to Customer via FTP or
the Customer Provided Information via FTP or DVD for no DVD, the Customer Provided Information. After a 60 -day
charge (requests more than once a month will incur a period after termination, CaseloadPRO has no obligation
$100 administrative fee). to maintain any of the Customer Provided Information.
d). License Documenta S ubscriptio n Service$. e). &spension of Service for Violations of Law.
AgreemeUL The Services user guide and other CaseloadPRO may immediately suspend the Services and
CaseloadPRO provided Services documentation is licensed remove applicable Customer Provided Information if it in
to Customer as follows: CaseloadPRO grants Customer a good faith believes that, as part of using the Services,
non exclusive, license for the duration of the Services to Customer may have violated a governmental law or rule,
such material for Customer's internal use solely with the or court order. CaseloadPRO may try to contact Customer
Services, with the right to make additional copies of the in advance, but it is not required to do so.
material (Licensed Documentation).
9) GOVERNING LAW. This agreement is governed by the State of
7) EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. California, substantive laws, without regard to conflict of laws
principles. The prevailing party in any litigation is entitled to
a). Exciusioip of Certain D amages EXCEPT FOR A recover its attorney's fees and costs from the other party.
VIOLATION OF CASELOADPRO'S INTELLECTUAL
PROPERTY RIGHTS, NEITHER PARTY IS LIABLE FOR ANY 10) MISCELLANEOUS OTHER TERMS. This agreement constitutes
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES the entire agreement between the parties, and supersedes all
(INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, prior or contemporaneous negotiations or agreements,
LOSS OF DATA OR INFORMATION, OR ANY FAILURE OF whether oral or written, related to this subject matter. No
DELIVERY OF THE SERVICES). modification or waiver of any term of this agreement is
effective unless both parties sign it Neither party may assign
b). Limitation of Liability. CASELOADPRO'S LIABILITY FOR or transfer this agreement or an order to a third party, except
ALL DAMAGES RELATING TO THIS AGREEMENT that the agreement with all orders may be assigned as part of a
(WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES merger, or sale of all or substantially all of the business or
NOT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER assets, of a party. The parties are independent contractors with
AS WITHIN THE PRECEDING 12 MONTHS UNDER THIS respect to each other. If any term of this agreement is invalid
AGREEMENT. or unenforceable, the other terms remain in effect.
Ver: 0510 Confidential to CaseloadPRO 2
name and logo in customer lists and related promotional which use must be in accordance with Customer's trademark
materials describing Customer as a customer of CaseloadPRO, guidelines and policies.
Tukwila Municipal Court, WA CaseloadPRO, L.P.
By• y
N *a, inlow Name: Larry Stanton
Title: Court Administrator Title: Director of Operations
Date:
40
Date:
City of Tukwila, WA
By: x 4 ,j,
Name Haggai'
Title: Mayor
Date: 5 3
Send 'Signed'agreement tar Fax: attn- Legal at (800) 797 -4110, or Scan/Email leaolamseloadnro.com-
Ver. 0510 Confidential to CaseloadPRO 3
fecaseioadPROc., Exhibit A
Support Terms Tukwila Municipal Court, WA
Responsibilities of the CLIENT
The CLIENT is required to setup first level support contacts. The first level contacts will be the initial contact
for any CaseloadPRO support questions from CLIENT staff. Only first level contacts or CLIENT designated staff
are authorized to contact CaseloadPRO, and only after making reasonable attempts to resolve the issue(s).
Excessive support calls to CaseloadPRO deemed user error, or a third party error, may by billable to the CLIENT
on a time and materials basis at $120 /hr.
Unlimited Phone and Email Support
Days Hours: Monday Friday, 9am 5 pm (PST) (excluding national holidays)
Phone (800) 686 -1134
Email: Support@CaseloadPRO.com
Priority 1 Emergency Support 24x7
Phone (800) 686 -1134 extension 911
Scheduled Outages
72 hours advance notice and only during weekends, holidays or between the hours of 9pm to 7am (PST).
Severity Chart
Priority Definition Response Details
Guideline
Priority 1 Service is unavailable or 1 hour Trouble Ticket opened Assign engineer to determine
substantially fails to and correct the error Periodic reports on the status of
perform the correction- Initiate work to correct the error
Resolution Goal: 24 hours
Priority 2 Substantial degradation in 12 hours Trouble Ticket opened Assign engineer to determine
performance of the and correct the error Periodic reports on the status of
Service the correction- Initiate work to correct the error
Resolution Goal: 5 days
Priority 3 Minimal to no impact on 3 days Commercially reasonable efforts to include in next
the availability or major release
performance of the
Services