HomeMy WebLinkAbout12-135 - CRW Systems / Superion LLC - Permit System Software Maintenance and SupportDocuSign Envelope ID: ED0A4F40-CB97-4D29-8884-AEAA8E9FEFA4
12-135(c)
Contract Approval N/A
ASSUMPTION AGREEMENT
SunGard Public Sector
to Superion LLC License Agreement for the Installation and Use of Community Development
Software Solution 12-134
THIS ASSUMPTION AGREEMENT ("Assumption Agreement") is made and entered into this jday of
Dc , 2017, by and between City of Tukwila a municipal corporation of the State of
Washington ("City"), and Superion, LLC ("Assignee") (each a "Party" and collectively, the "Parties"), and is
made with reference to the following facts:
RECITALS
A. On November 5, 2012, Customer and Superion LLC ("Superion") formerly known as
Sungard Public Sector LLC., as successor in interest to CRW Systems Inc., entered into a certain License
Agreement for the Installation and Use of Community Development Software Solution 12-134 and any
and all supplements thereto (together herein referred to as "Agreements").
B. On February 1, 2017, SunGard Public Sector contributed its interest in the SunGard
Contracts to Ramundsen Public Sector, LLC. On April 20;2017, Ramundsen Public Sector
changed its name to Superion, LLC.
C. Assignee desires to assume SunGard's interest in the Agreement and City consents to
the assumption of the interest in the Agreement by Assignee.
NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and
obligations set forth herein, the Parties agree as follows:
1. Assumption. Assignee assumes all of SunGard's rights and obligations as set forth in the
Agreement.
2. Customer Consent. City hereby agrees and consents to the Assignee's assumption of all
of SunGard's rights and obligations as set forth in the Agreement.
3. General Terms and Conditions. The following general terms and conditions shall apply to
this Assumption Agreement.
The Parties expressly agree that this section shall survive the expiration or early termination of this
Assumption Agreement.
3.1. Counterparts. This Assumption Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.
3.2. Successors and Assigns. It is mutually understood and agreed that this Assumption
Agreement shall be binding upon Customer and Assignee and their respective successors. Neither this
Assumption Agreement nor any part hereof nor any monies due or to become due hereunder may be
assigned by Assignee without the prior consent of City.
3.3. Governing Law. This Assumption Agreement shall be governed by, interpreted under,
and construed and enforced in accordance with, the laws of the State of Washington.
3.4. Venue. Any action at law or in equity brought by either of the Parties hereto for the
purpose of enforcing a right or rights provided for by this Assumption Agreement shall be tried in a court
of competent jurisdiction in the State of Washington, and the Parties hereby waive all provisions of law
providing for a change of venue in such proceedings to any other county.
-1 -
DocuSign Envelope ID: ED0A4F40-CB97-4D29-8884-AEAA8E9FEFA4
3.5. Notices. Service of any notices, bills, invoices or other documents required or permitted
under this Assumption Agreement shall be sufficient if sent by one Party to the other by United States
mail, postage prepaid and addressed as follows:
Customer: City of Tukwila, WA
Attn : Wynetta Bivens
6300 Southcenter Blvd, Suite 100
Tukwila, WA 98188
Assignee: Superion, LLC
Lisa Neumann, Controller
1000 Business Center Drive
Lake Mary, FL 32746
3.6. Nondiscrimination. During the term of this Assumption Agreement, the Parties shall
comply with the state and federal laws regarding non-discrimination.
3.7. Authority. The Parties executing this Assumption Agreement on behalf of City and
Assignee each represent and warrant that they have the legal power, right and actual authority to bind the
City and Assignee, respectively, to the terms and conditions hereof.
3.8. Severabilitv. Each provision, term, condition, covenant, and/or restriction, in whole
and in part, in this Assumption Agreement shall be considered severable. In the event any provision,
term, condition, covenant, and /or restriction, in whole and in part, in this Assumption Agreement is
declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed
from this Assumption Agreement and shall not affect any other provision, term, condition, covenant,
and/or restriction, of this Assumption Agreement and the remainder of this Assumption Agreement shall
continue in full force and effect.
3.9. Effective Date. This Assumption Agreement shall be effective Co ` 1 ( 2017.
ASSIGNEE: CITY OF TUKWILA, WA:
DoeuSigned by:
By:1-14i QIMt9LAV
1Arnbeugey, General Manager & VP
-2 -
By:
Allan :erg,
DocuSign Envelope ID: 1 BF8220C -166F- 4718- 9693- 22C0F3165DB0
12- 135(b)
Council Approval N/A
AMENDMENT #2 TO THE LICENSE AGREEMENT FOR THE INSTALLATION AND USE OF
COMMUNITY DEVELOPMENT SOFTWARE SOLUTION, 12 -134
TUKWILA, WA
( "Customer")
and
SUNGARD PUBLIC SECTOR LLC
( "SunGard Public Sector ")
This Amendment ( "Amendment ") to the SunGard Public Sector, as successors to CRW Systems, Inc.,
License Agreement for the Installation and Use of Community Development Software Solution, 12 -134
dated November 5, 2012, the Software Maintenance & Support Agreement, 12 -135 dated November 5,
2012, and Amendment 1 to the Agreement for the Installation and Use of Community Development
Software Solution, 12 -134 (collectively, the "Agreement ") between SunGard Public Sector LLC
(SunGard Public Sector), 1000 Business Center Drive, Lake Mary, Florida 32746, and City of Tukwila,
WA (Customer), is effective when signed by an authorized representative of both parties.
The Execution Date of this Amendment is the latest date shown on the signature page of this
Amendment.
Customer and SunGard Public Sector, intending to be legally bound, agree as follows:
1. Defined Terms. Except as otherwise set forth herein, each defined term in the Agreement has the
meaning ascribed to that term in the Agreement when the term is used in this Amendment.
2. Amendment to and Modification.
The Agreement is amended and modified as follows:
(a) The following Products and Services have been terminated from the Agreement:
Qty
Product
1
eMarkup Licensing
Services
1
eMarkup Annual Maintenance
1
eMarkup Training
SunGard Public Sector has invoiced (Invoice No. 127164) and the Customer has paid the sum of Five
Thousand dollars ($5,000.00) towards the eMarkup Training. SunGard Public Sector agrees to credit
Customer's account in this amount to be applied to the Customer's most recent Maintenance and Support
Agreement. SunGard Public Sector absolves and relieves Customer from the obligation, if any, to pay
the remaining balance that may be owed on the terminated Products and Services.
3. Integration Provision. Except as expressly modified by this Amendment, the Agreement shall
remain in full force and effect. As of the Execution Date, the Agreement, as further amended by this
Amendment constitutes the entire understanding of the parties as regards the subject matter hereof and
cannot be modified except by written agreement of the parties.
Tukwi
BY:
PRINT NAME:
PRINT TITLE:
SunGard Public Sector, LLC
-- DocuSigned by:
BY:
UM istiaan. Cotolua ,
`- 0240C20A72094en...Ch ri sti an Col eman
PRINT NAME:
PRINT TITLE:
vice President & CFO
DATE SIGNED: 1 ' f3 — � —7 DATE SIGNED: 12/29/2016
Page 1 of 1
12-135(a)
Council Approval N/A
SOFTWARE AND MAINTENANCE CONTRACT TRANSFER AGREEMENT
BY AND BETWEEN THE CITY OF TUKWILA
AND SUNGARD PUBLIC SECTOR LLC
THIS TRANSFER AGREEMENT (the "Transfer Agreement") is made and
entered into this I tP`-day of C)- - , 2016, by and between the CITY OF
TUKWILA (hereinafter "City" or "Tukwila"), a duly organized Washington municipal
corporation, and SUNGARD PUBLIC SECTOR LLC ("SUNGARD PUBLIC
SECTOR").
I. RECITALS
WHEREAS, the City and CRW Systems, Inc. entered into that ,certain
Software and Maintenance Agreement for support of the TRAKiT permit,and code
enforcement software, dated November 5, 2012 (the "Software and Maintenance
Agreement") and that certain Agreement for the Installation and Use of Community
Development Software, dated November 5, 2012 (the "Installation Agreement");
and
WHEREAS, Section G.7. of the Software and Maintenance Agreement
allows CRW Systems, Inc. to assign the Agreement to another party, upon
attainment of the City's prior approval; and
WHEREAS, on June 12, 2015, CRW System was acquired by SunGard
Public Sector; and
WHEREAS, SUNGARD PUBLIC SECTOR, as successor by merger to
CRW Systems, Inc., now desires to assign the Software and Maintenance
Agreement and the Installation Agreement to SUNGARD PUBLIC SECTOR, and
the City approves of such transfer;
NOW, THEREFORE, in consideration of the mutual promises acknowledged
and set forth herein and the long-term benefit to the City, and SunGard Public
Sector, the parties hereby agree as follows:
II. AGREEMENT
1. The Parties hereby agree that the Software and Maintenance Agreement
and the Installation Agreement shall be assigned by CRW Systems/SunGard to
SunGard Public Sector, effective June 12, 2015.
2. Upon such assignment, all benefits and obligations of CRW
Systems/SunGard Public Sector under the Software and Maintenance Agreement
or the Installation Agreement shall transfer to SunGard Public Sector.
Page 1 of 2
j11 v
•
3. The terms and provisions of the original Software and Maintenance
Agreement remain in full force and effect with the following amendments:
Section F2: Notwithstanding anything to the contrary, insurance under
Professional Liability shall be claims made, not on an "on occurrence basis.
Section F.3.of the Installation Agreement is amended to allow SunGard
Public Sector to deliver an updated certificate of insurance after each insurance
policy change or renewal, not with each invoice.
Additionally, SunGard Public Sector will not provide separate endorsements but will
include City, employees, officers and agents as additional insured for General
Liability in blanket endorsement format with the additional insured status identified
in the description box of the certificate of insurance.
All other provisions of Section F.3. shall remain the same.
IN WITNESS WHEREOF, the parties have caused this Transfer Agreement
to be executed, effective on the day and year set forth on the first page hereof.
CITY OF TUKWI
_� � Date: 1114.A G� I e,�l
All_ ' .erg, ayor
City of Tukwila
SUNGARD PUBLIC SECTOR LLC
•
I
Date: 3/Oq (p
Lisa, NNurnun , LotaroI lev..
Page 2 of 2
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Community Development Software
12 -135
SOFTWARE MAINTENANCE SUPPORT AGREEMENT Council Approval 9/4/12
t
This Agreement is entered into this day of 2012, by and between CITY OF TUKWILA, WA
(hereinafter "CLIENT') and CRW SYSTEMS, INC., (hereafter "CRW (collectively referred to as "the PARTIES' for the
maintenance and support services of permit and code enforcement software as further specified in Exhibit A (the
"SOFTWARE'S provided to CLIENT by CRW pursuant to a separate Installation License Agreement.
IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows:
A. INCORPORATION OF DOCUMENTS
The following documents are attached hereto and, by this reference, incorporated in this Agreement:
EXHIBIT A:
EXHIBIT B
Covered Sites, Software Modules Configuration
Services and Fees
B. COVERAGE
B.1. SCOPE OF SERVICES:
CRW shall provide maintenance service, technical support and software updates for the SOFTWARE as further
detailed in Exhibit A and herein referred to as "Covered Software Covered software does not include
hardware, hardware vendor operating systems and other system software, CLIENT- developed software, or
third -party software.
B.2. DESCRIPTION OF SERVICES:
B.2.1. SUPPORT SERVICES. During the term of this Agreement, CRW shall provide the services described
herein so as to maintain the Covered Software in good working order, keeping it free from material
defects so that the Covered Software shall function properly and in accordance with its intended use.
B.2.2. TECHNICAL SUPPORT. CLIENT shall have email and Toll -free phone access to CRW Monday
through Friday during their normal business hours. CRW shall use its best efforts to work with and
support all CLIENT -users who may call CRW with technical questions, however, CRW reserves the right
to restrict email and /or telephone access to CLIENT- designated administrators only, as further detailed
in Section B.2.3 herein. CRW shall have contact with one of CLIENT's designated System
Administrators by telephone or email at least once per month to discuss system performance and
unanswered questions. At the request of the CLIENT a quote for onsite technical support may be
provided at any time.
B.2.3. DESIGNATED SYSTEM ADMINISTRATORS:
The CLIENT Representative shall identify and designate System Administrators. All communication
related to day -to -day operations of the system, including system maintenance, systems problems
and /or troubleshooting, shall be made to CRW only through either the designated representative of
CLIENT as identified in Section G.3 herein, or the System Administrators as identified below.
The System Administrators for CLIENT are designated as follows (subject to change in later years):
Name: Brenda Holt Permit Center
Tami Eberle- Harris IT
B.2.4. REMOTE ACCESS:
CRW remote access to CLIENT's system must be approved in advance by the CLIENT's IT Department
and is only to be used for the normal support of the Software. CRW will comply with CLIENT's
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technology policy. Background checks on each individual with access may be requested by CLIENT,
with each individual having their own sign -on so access and usage can be tracked.
B.2.5. REMEDIAL SUPPORT. Upon notification by CLIENT of an error, defect, malfunction or
nonconformity in the Covered Software, CRW shall respond as follows:
(a) SEVERITY 1: Produces an emergency situation in which the Covered Software is
inoperable, produces incorrect results, or fails catastrophically.
RESPONSE: CRW shall provide a response by a qualified member of its staff to begin to
diagnose and to correct Severity 1 problem as soon as reasonably possible, but in any event,
a response via telephone will be provided within two (2) hours. CRW will continue to provide
best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The resolution
will be delivered to CLIENT as a work- around or as an emergency software fix. If CRW
delivers an acceptable work- around, the severity classification will drop to Severity 2.
(b) SEVERITY 2: Produces a detrimental situation in which performance of the Covered Software
degrades substantially under reasonable loads, such that there is a severe impact on use; the
Covered Software is usable, but materially incomplete; one or more mainline functions or
commands is inoperable; or the use is otherwise significantly impacted.
RESPONSE: CRW will provide a response by a qualified member of its staff to begin to
diagnose and to correct a Severity 2 problem as soon as reasonably possible, but in any event
a response via telephone will be provided within six (6) hours. CRW will exercise best efforts
to resolve Severity 2 problems within five (5) days. The resolution shall be delivered to
CLIENT in the same format as Severity 1 problems. If CRW delivers an acceptable work-
around for a Severity 2 problem, the severity classification will drop to a Severity 3.
(c) SEVERITY 3: Produces an inconvenient situation in which the Covered Software is usable, but
does not provide a function in the most convenient or expeditious manner, and the user
suffers little or no significant impact.
RESPONSE: CRW will provide a fix or fixes for Severity 3 problems within 15 days or at the
next scheduled maintenance release, whichever occurs first.
(d) SEVERITY 4: Produces a noticeable situation in which the use is affected in some way which
is reasonably correctable by a documentation change or by a future, regular release from
CRW.
RESPONSE: CRW will provide a fix or fixes for Severity 4 problems within 15 days or at the
next scheduled maintenance release, whichever occurs first.
(e) For the purpose of the response listed above, an "hour" is defined as one (1) business hour
during CRW office hours, and a "day" is defined as one (1) business day during CRW office
hours.
B.2.6. EMAIL /FACSIMILE SUPPORT. For Severity 3 Severity 4 issues, CRW provides a written problem
report. CLIENT may submit a problem report via email or fax at any time. CRW shall acknowledge
receipt of all reports with a telephone call or response email to CLIENT and provide a resolution to the
problem within 15 days or at the next scheduled maintenance release, whichever occurs first.
B.2.7. MAINTENANCE SERVICES. During the term of this Agreement CRW will maintain the Covered
Software by providing CLIENT with all software upgrades, enhancements and modifications. All
updates or new versions shall be provided to CLIENT via download through CRW's website. CRW
anticipates at least one upgrade per quarter.
B.2.8. SERVICES NOT INCLUDED. Maintenance Services do not include any of the following:
(a) Custom programming services;
(b) On -site support, including installation of hardware or software;
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Community Development Software
(c) Support of any software not designated as Covered Software.
(d) Custom reports /forms or a modification to an existing reports /forms.
(e) Training, except as specified in Exhibit A to Contract 2012 -1131.
B.2.9. LIMITS OF LIABILITY. CRW assumes no responsibility for the correctness of, performance of, or
any resulting incompatibilities with, current or future releases of the Covered Software if CLIENT has
made changes to the system hardware /software configuration without approval by CRW or
modifications to any supplied source code of the Covered Software. CRW shall evaluate current
releases of industry standard hardware /software for approval in a timely manner.
8.2.10. ADDITIONAL SERVICES. CLIENT may request CRW perform additional services which are not
covered under the Scope of Services or Description of Services as provided in this Agreement. Should
CRW agree to perform said additional services, CRW CLIENT shall enter into a separate written
agreement setting forth the scope of said additional services and the compensation to CRW for those
additional services. Said separate written agreement may be made an amendment to this Agreement
at CRW's discretion.
B.2.11 TRAKiT Software enhancement requests may be submitted by CLIENT to CRW. Enhancement requests
will be reviewed by CRW and may be incorporated into future releases. CLIENT understands that
submittal of enhancement request does not obligate CRW to provide software modification
C. COMPENSATION
C.1. FEES:
C.1.1. SERVICE FEES: Fees for Maintenance, Support Service provided under this Agreement shall be
contained in Exhibit B. Should a user and /or software package be added to Exhibit A, CRW reserves
the right to adjust and /or amend Exhibit A and Exhibit B accordingly and shall provide CLIENT with
notification of such adjustment.
C.1.2. TAXES: CLIENT shall, in addition to the other amounts payable under this Agreement, pay all sales
and other taxes, national, state or otherwise, however designated which are levied or imposed by
reason of transactions contemplated by this Agreement, except those which arise as a result of
income, including withholding taxes or similar deductions. Without limiting the foregoing, CLIENT shall
promptly pay to CRW an amount equal to any such items actually paid, or required to be collected by
CRW.
D. EXCLUSIONS OF LIABILITY
D.1. WARRANTY: CRW MAKES AND CLIENT RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS
EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
CLIENT ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE FEES AND OTHER CHARGES WHICH CRW IS
CHARGING UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY CRW OF
THE RISK OF CLIENT'S CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT DAMAGES.
ACCORDINGLY, CRW SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL
MISCONDUCT, IN NO EVENT SHALL CRW BE LIABLE HEREUNDER TO CLIENT FOR CUMULATIVE DIRECT
DAMAGES IN ANY AMOUNT GREATER THAN THAT PAID BY CLIENT TO CRW UNDER THIS AGREEMENT AS A
MAINTENANCE FEE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE
CAUSE OF ACTION.
D.2. INDEMNITY:
D.2.1. To the extent permitted by law, CRW agrees to indemnify and hold harmless CLIENT, its officers,
officials, employees, and agents from and against liability, damages, costs, losses, claims and expenses,
including reasonable attorneys' fees, arising out of the negligent acts, errors or omissions of CRW and its
employees, subcontractors, sub consultants, and agents in the performance of this Agreement.
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D.2.2. To the extent permitted by law, CLIENT agrees to indemnify and hold harmless CRW, its employees,
sub consultants, and agents from and against liability, damages, costs, losses, claims, and expenses, including
reasonable attorneys' fees, arising out of the negligent acts, errors, or omissions of the CLIENT, its officers or
employees, including, but not limited to, incorrect data or information provided by CLIENT.
E. INSURANCE LICENSES
EA WORKER'S COMPENSATION INSURANCE:
Throughout the term of this Agreement and any extension thereof, CRW shall maintain Workers' Compensation
and Employer's Liability Insurance of a form and in an amount as required by state law.
E.2. GENERAL LIABILITY:
Throughout the term of this Agreement and any extension thereof, CRW shall maintain Comprehensive General
Bodily Injury and Property Damage Liability Insurance, including automobile (non- owned, or hired), in the
amount of One Million Dollars ($1,000,000), combined single limits per occurrence and annual aggregate.
E.3. LICENSES:
CRW shall maintain all licenses required by law which are applicable and necessary to the course and conduct
of their business, including, but not limited to, a business license in the State, County, and /or City in which
CLIENT is located, if applicable. Said licenses shall be maintained in full force throughout the term of this
Agreement and any extension thereof.
F. TERM AND TERMINATION
F.1. TERM:
The term of this Agreement shall be for ten (10) years. Covered Software maintenance service and support
shall commence upon the receipt of a fully executed original of this Agreement. This Agreement shall remain in
effect for the original ten (10) year term and, thereafter, for automatic renewal terms on a five (5) year basis
until terminated.
F.2. TERMINATION:
This Agreement may be terminated by CLIENT at any time, with or without cause upon thirty (30) days written
notice to CRW. The Date of Termination (hereinafter "Date of Termination" or "Termination Date's shall be
defined as the date which is thirty (30) days from the date on which the written notice of termination is
postmarked or if sent by email, the date which is thirty (30) days from the date on which CRW is in receipt of
said email. In the event of termination by CLIENT, CLIENT shall pay CRW for all services rendered up to and
including the Date of Termination. Upon termination CLIENT further agrees to return all source code unopened
and unused to CRW.
G. ADDITIONAL PROVISIONS
G.1. CLIENT REFERENCES:
CRW will not use CLIENTS name, logo or any other trademarks (including in any press releases, CLIENT "case
studies," and the like) without CLIENTS prior written approval, email acceptable.
G.2. INDEPENDENT CONTRACTOR:
CLIENT and CRW acknowledge and intend that, to the maximum extent permissible by law: (a) this Agreement
does not constitute an employment agreement by either party; (b) that CLIENT and CRW are independent
contracting parties with respect to all services rendered under this Agreement; and (c) this Agreement shall not
be construed as a partnership. CRW shall retain sole and absolute discretion and judgment in methods,
techniques and procedures used in performing the services set forth herein. The fact that CLIENT or CRW may
carry worker compensation insurance for their own respective benefits and for the benefit of each other shall
not create an inference of employment.
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G.3. DESIGNATED CONTRACT REPRESENTATIVES:
All communication relating to fees, termination or the general provisions of this Agreement shall be exchanged
between the designated representatives of CLIENT and CRW Systems as follows:
CLIENT
CRW
Name: Brenda Holt
Christopher R. Wuerz, P.E.
Title: Permit Coordinator
President, CRW Systems, Inc.
Address: 6300 Southcenter Bl. Suite 100
2036 Corte Del Nogal, Suite 200
Tukwila, WA 98188
Carlsbad, CA 92011
Phone: (206)431 -3670
Phone: (858) 451 -3030
Fax: (206)431 -3665
Facsimile: (858) 451 -3870
Email: Brenda.holt @tukwilawa.gov
Email: chris @crw.com
Should the designated representative or address of either Party change during the term of this Agreement, or
any extension thereof, said Party shall provide written notice to the other prior to the effective date of change.
G.4. ENTIRE AGREEMENT:
Each party acknowledges that it is bound by the terms of this Agreement and further agrees that it is the
complete and exclusive statement of the Agreement between the Parties, which supersedes and merges all
prior proposals, understanding and all other Agreements with respect to software maintenance, service and
support, whether oral or written, between the Parties. Nothing contained in this Agreement is intended to
benefit any third party. The contractors, subcontractors, or suppliers are not intended third party beneficiaries
of this Agreement.
G.S. ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this
Agreement or to determine the rights of CRW or CLIENT, the prevailing Party in said legal proceeding shall be
entitled to recover its reasonable costs and attorney's fees.
G.6. APPLICABLE LAW:
This Agreement, its interpretation and all work performed thereunder shall be governed by the laws of the State
of Washington. Venue for the enforcement of this agreement shall lie exclusively in King County, Washington.
All claims, disputes, and other matters in question arising out of, or relating to, this agreement or the breach
thereof shall be resolved in the Superior Court of King County, Washington, and all parties hereto specifically
waive any "venue privilege" they may have in any other jurisdiction.
G.7. BINDING ON SUCCESSORS:
All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives. CRW may not assign any of
its responsibilities or obligations hereunder to any other person or entity without written consent of CLIENT.
G.B. SEVERABILITY:
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or impaired thereby.
G.9. DUE AUTHORITY:
CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent of
CLIENT and has full and complete authority to execute this Agreement and enter into the terms and covenants
provided herein, and has been designated by CLIENT to execute this Agreement on behalf of CLIENT.
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CRW represents and warrants that the person executing this Agreement on behalf of CRW is an agent of CRW
and has full and complete authority to execute this Agreement and enter into the terms and covenants provided
herein, and have been designated by CRW to execute this Agreement on behalf of CRW.
G.10. AGREEMENT AS OFFER:
This Agreement shall be valid only if it is signed by both CLIENT and CRW, and a signed original has been
received by both parties on or before November 20, 2012.
CITY OF TUKWILA, WA
Dated: Nom I �l
c
By:
Mayor
CRW SYSTEMS, INC.
Carlsbad, CA
Dated: u I )-'LO f Z
By: l
Christopher R. Wuerz, Presi
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Software Maintenance Support Agreement
City of Tukwila, WA Contract #2012 -1132
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EXHIBIT A
COVERED SITES, SOFTWARE MODULES AND CONFIGURATION
A. COVERED SITES
This Agreement covers the following CLIENT sites
City of Tukwila, Washington offices and annexes
B. COVERED SOFTWARE MODULES
This Agreement covers the following TRAKIT software components at each site listed in Exhibit A, Section A:
1. TRAKiT Software Modules included: ProjectTRAK, PermitTRAK, CodeTRAK, CRM TRAK, AEC TRAK, LandTRAK,
Reports.
2. TRAKIT
3. eTRAKiT
4. iTRAKiT
5. eMarkup (10 Users)
6. IVR API
C. COVERED CONFIGURATION
This Agreement covers the following configuration:
25 Simultaneous User and 0 Observer licenses of Covered Software (except eMarkup) purchased by
CLIENT and installed on Unlimited workstations. (Platform support for XP Service Pack 2, VISTA,
Windows 7 Operating System or additional versions as approved by CRW). CRW shall evaluate current releases of
industry standard operating systems for approval in a timely manner.
eMarkup licenses are limited to 10 concurrent users.
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EXHIBIT B
SERVICES AND FEES
Maintenance Services and support for the applications and configuration listed in Exhibit A will be provided for a fee and
payable per the Fee Schedule below. The fee may be adjusted at the end of the ten (10) year term of this Agreement to
the then current pricing. Should additions to the number of licensed users or the Covered Software occur during the
term of this Agreement or any extension thereof, CRW shall adjust the fee to reflect the applicable changes and provide
CLIENT with written notice of the fee change.
First year Annual Maintenance Fees for TRAKiT, eMarkup and VoiceTRAKT are due at System Acceptance. Second and
subsequent Annual Maintenance Fees are due on the Anniversary of System Acceptance
FEE SCHEDULE TRAKJT (25 Users)
YEAR
FEES
DUE DATE
Covered Period
YEAR 1
$24
September 2013
September 2013 August 2014
YEAR 2
$24
September 2014
September 2014 August 2015
YEAR 3
$25
September 2015
September 2015 August 2016
YEAR 4
$25,200.00
September 2016
September 2016 August 2017
YEAR 5
$26,460.00
September 2017
September 2017 August 2018
YEAR 6
$26
September 2018
September 2018 August 2019
YEAR 7
$27
September 2019
September 2019 August 2020
YEAR 8
$27,783.00
September 2020
September 2020 August 2021
YEAR 9
$29
September 2021
September 2021 August 2022
YEAR 10
$29,172.00
September 2022
September 2022 August 2023
FEE SCHEDULE eMarkup (10 Users)
YEAR
FEES
DUE DATE
Covered Period
YEAR 1
$7,000.00
September 2013
September 2013 August 2014
YEAR 2
$7
September 2014
September 2014 August 2015
YEAR 3
$7,350.00
September 2015
September 2015 August 2016
YEAR 4
$7
September 2016
September 2016 August 2017
YEAR 5
$7
September 2017
September 2017 Auclust 2018
YEAR 6
$7
September 2018
September 2018 August 2019
YEAR 7
$8,106.00
September 2019
September 2019 August 2020
YEAR 8
$8,106.00
September 2020
September 2020 August 2021
YEAR 9
$8,511.00
September 2021
September 2021 August 2022
YEAR 10
$8
1 September 2022
September 2022 August 2023
Page 8 of 9 Software Maintenance Support Agreement
City of Tukwila, WA Contract #2012 -1132
Community Development Software CNW
FEE SCHEDULE VoiceTRAMT (IVR)
YEAR
FEES
DUE DATE
Covered Period
YEAR 1
$6
September 2013
September 2013 August 2014
YEAR 2
$6,500.00
September 2014
September 2014 August 2015
YEAR 3
$6,825.00
September 2015
September 2015 August 2016
YEAR 4
$6,825.00
September 2016
September 2016 August 2017
YEAR 5
$7
September 2017
September 2017 August 2018
YEAR 6
$7
September 2018
September 2018 August 2019
YEAR 7
$7
September 2019
September 2019 August 2020
YEAR 8
$7
September 2020
September 2020 August 2021
YEAR 9
$7,900.00
September 2021
September 2021 August 2022
YEAR 10
$7,900.00
September 2022
September 2022 August 2023
Annual Maintenance fees include the annual hosting for VoiceTRAKiT. VoiceTRAKiT allows 2,000 minutes /month of activity.
Additional minutes can be purchased in increments of 1,000 /month for $100 /month.
Software Licenses covered by this Maintenance contract are described in Contract 2012 -1131, dated October 2012
Page 9 of 9 Software Maintenance Support Agreement
City of Tukwila, WA Contract #2012 -1132