HomeMy WebLinkAbout2012-093 CONT Addendum - Springbrook
Springbrook ADDENDUM 12012
SPRINGBROOK SOFTWARE
HOSTED SERVICES ADDENDUM
This Addendum sets forth additional terms and conditions applicable to Subscription Services purchased by City of Ashland, OR ("Client") from Springbronk
Software. Inc. ("Vendor"] pursuant to the Master Client Agreement (the "Master Agreement") entered into by Vendor and Client and any applicable Order
Form or Statement of Work. Capitalized terms used in this Addendum but not defined herein will have the meanings set forth in the Master Agreement
1. DEFINITIONS. Capitalized terms in this Addendum mean the 3. OTHER SUBSCRIPTION SERVICES
following unless specifically defined elsewhere in this Addendum.
3.1. General
"Citizens" means citizens, consumers, and others designated by the Client
to access or use any Products or Services where such access or use is Vendor may, in its sole discretion, select Third Party Vendors to
facilitated, directly or indirectly, by Subscription Services. provide the Subscription Services, including IVR and third party
hosting services. Client acknowledges and agrees that Vendor's
"Client Data means any and all data and information of any kind rights, obligations, and liabilities to Third Party Vendors in
nature submitted to Vendor by Client, received by Vendor on behalf f connection with Subscription Services -are governed by
of Client, other than publicly available information. agreements negotiated with the Third Party Vendors in
Vendor's sole discretion. These agreements are available to
"Subscription Service=_" means any Products or Services purchased by Client upon reasonable request from Vendor. Client agrees that
Client from Vendor that are provided by or through a Third Party its rights, obligations, and liabilities to Vendor with respect to
Vendor, as indicated on an Order Form. Subscription Services may Subscription Services shall be limited by these agreements. In
include Online Payment Services, IVR service, and third party hosting no event will Client's rights with respect to Subscription
of computer hardware, software, or networking elements. Services exceed the rights available to Vendor under these
agreements and in no event will Client's obligations or liabilities
"Online Payment Services" means the services described in Section to Vendor in connection with the Subscription Services be less
2.1. or more limited than Vendor's obligations and liabilities to the '
Third Party Vendors under these agreements. Without'
" vendors chosen by Vendor, in its limitation, Client agrees to indemnify and hold Vendor harmless
"Third Party Vendors mean
from any
reasonable discretion (or by Client, as provided in this Addendum), to and all liability and expenses Vendor incurs as result
provide the Subscription Services. of Subscription Services provided to Client pursuant t this
Addendum, including any indemnity obligation Vendor r may
have to a Third Party Vendor.
2. ONLINE PAYMENT SERVICES.
3.2. Configuration
2.1. Online Payment Services allow Citizens to make payments and
perform certain other functions via a website, telephone or webpage Client shall be solely responsible for (a) properly configuring,
hosted and maintained by Vendor and/or a Third Party Vendor that is developing, programming, hosting and operating its hardware,
accessible by hotlink from Clients own website, as set forth in the software, web sites, content and all applications, and their
appropriate Order Form. Client agrees to use only Third Party Vendors respective telephone and Internet connections, to allow access
that are subject to a written agreement between the Client and the to and use of the Subscription Services in accordance with the
Third Party Vendor for merchant banking services. For purposes of documentation provided by Vendor or any Third Party Vendor
credit card and similar transactions, Client shall act as merchant, and and all applicable protocols and requirements of the platforms
Client shall be solely responsible for maintaining its merchant used to provide Subscription Services and (b) providing any
relationship with its approved Third Party Vendor, and for all connections necessary to communicate with a Third Party
payments related to that merchant relationship. Client agrees to only Vendor's platform.
use merchant services Third Party Vendors approved by Vendor.
3.3. Unauthorized Use
2.2. Operation of the Online Payment Services requires installation and -
maintenance of Licensed Software Products on servers maintained by Client will be responsible for, and shall pay any applicable fees
Client on Client's premises. The Licensed Software Product needed to associated with; any unauthorized use of the Subscription
operate Online Payment Services is limited to the most current Services, telephone numbers assigned to Client, and Client's
released version of the Vendor's payment Application, and includes account In the event Client becomes aware of such
any updates to that Application made available by Vendor. The unauthorized use, Client shall promptly notify Vendor and the
payment Application does not include new software Applications, relevant Third Party Vendor.
substantially new versions of any software Application, or Services
necessary to implement new Applications or versions of the 3.4. Support for Subscription Services
Applications. Client agrees that Vendor may designate any software
Application released by Vendor after the executed Addendum as a new Vendor's support obligations to Client in connection with
version or a new Application, and additional fees may be required for Subscription Services, if any, shall be limited to providing
any such new version or Application. support available from the Third Party Vendors. Client shall
otherwise be responsible for providing all support services to
its end users with regard to the Subscription Services.
Page 1 of 3 AeNznd, Oa-Subsoiptlon Services addendum
~~ISprIngbrook CONTRACT 1 2011
3.5. Network Traffic 4.3. Account Access, Creation and Termination
Client acknowledges that, as a result of using Subscription Services, Client shall exercise control over all administrative account
Client content and data will pass through hosted servers that may not access, creation and termination, and shall be solely responsible
be segregated or in a separate physical location from servers on which for, creating or terminating accounts, and for allowing Citizens
the content of other third parties is or will be transmitted or stored. to open accounts, and for controlling account and password _
security. Third Party Vendors may restrict access to each
3.6. Content Citizen account to users who enter the assigned account
password, but otherwise Vendor shall not be responsible or
Client is and shall be solely responsible for the creation, editorial liable for controlling access to or misuse of accounts.
content, control, and all other aspects of the content passing through
third party servers as a result of the Subscription Services. Client 4.4. Monitor and Store Data
represents and warrants that Client has obtained (or will obtain, prior '
to transmission) all authorizations and permissions required to use Client shall verify account data accuracy on a regular basis, and
and transmit such content assumes sole responsibility for maintaining data backup
systems of systems located at the client site or managed and
3.7. No Harmful Code maintained but the client Client shall immediately inform
Vendor of any account data inconsistency, errors or corruption.
Client represents and warrants that no content shall be knowingly
transmitted by Client or end users through the Subscription Services 4.5. Release of Client or Citizen Records
that contains any program, routine or device which is designed to _
delete, disable, deactivate, interfere with or otherwise harm any Client shall assume responsibility for responding to and
software, program, data, device, system or service, including without determining the validity of any requests or demands, whether
limitation, anytime bomb', virus, drop dead device, malicious logic, from a court, a regulatory or other governmental agency, or the
worm, Trojan horse or trap or back door (collectively, "Harmful public, for the release of any Client or Citizen records or data in
Code"). Vendor's control or possession. Vendor shall not release any
such records or data to any party without written authorization
3.8. Client Data by Client unless compelled to do so by a court or agency of
competent jurisdiction. In the event that Vendor needs to
Client shall remain the sole and exclusive owner of all Client Data. As release client information to defend a claim against Vendor,
such, Client Data shall be subject to regulation and examination by the Vendor shall inform Client of any such required disclosure prior
appropriate auditors and regulatory agencies to the same extent as if to disclosure, and seekapproval to release information.
such information were on Client's premises.
4.6. Citlzen Support
4. CLIENT RESPONSIBILITIES. Client assumes sole responsibility for providing all support
services to Citizens, and shall be the sole contact for all support
Client acknowledges that operation of the Subscription Services requests from Citizens. Client shall not refer any Citizen to
requires Client's effort and cooperation, and that in addition to its Vendor directly for support requests, but may communicate
other obligations under this Addendum, Client assumes the following such requests to Vendor together with contact information for
responsibilities: the requesting Citizen. Vendor may, in its discretion, respond
directly to the Citizen or provide a response to Client and may
deem any such response support not covered by regular
4.1. Set-Up, Training. Maintenance and Support to be billed as an additional fee to
Client at Vendor's normal hourly rates.
Client shall use its best efforts to facilitate and participate in Third
Party Vendor's service set-up activities, and will afford Vendor and 4.7. Credit Card Charge-backs
Third Party Vendors reasonable access to information, equipment and
facilities upon request. Client shall require all of Client's personnel Client assumes liability for, and indemnifies Vendor and its
who use the Subscription Services to complete any training prescribed agents, against any claims or charges by any bank or credit card
by Vendor or Third Party Vendor at the time of implementation. company for charge-backs related to any Citizen payment via
Subsequent training of new personnel after implementation is not the Service, and any claims or charges by any bank or credit
included in this Addendum, - card company for online payment processing fees related to
online payments to Client
4.2. Equipment Maintenance
4.8. PC] and Red flag Compliance
Client shall maintain hardware and software, including non-Vendor
hardware or software, at Client's site as recommended by Vendor for As between Vendor and Client Client shall be solely and
operation and use of the Subscription Services. Client, at its expense, exclusively responsible for ensuring that all transactions
shall also maintain its own website, which shall feature a hotlink icon processed through Subscription Services comply fully with the
by which Citizens can access the Subscription Services, to the extent Payment Card Industry ("PCI") Data Security Association
necessary for the operation and use of the Subscription Services. Requirements and with the "red flag" requirements of the Fair
Vendor may, at its discretion, provide a standard web page that and Accurate Credit Transactions Act ("FACIA"). Client will
appears to belong to Client but is actually housed on Vendor's website. indemnify and hold Vendor harmless for any and all liabilities
and damages the Vendor incurs as a result of Client's failure or
alleged failure to comply with PCI or FACTA requirements.
Page 2a`3 0006- Hosted Services addendum
r;pringbroo.k CONTRACT 12011
4.9. Upgrades and Service Packs 5.2.1. sets forth the grounds for termination, and;
5.2.2. gives the breaching party thirty (30) days to cure the
Client understands and agrees that periodically Upgrades and Service breach, and;
Packs Will be applied to the Products as deemed necessary by the 5.2.3. Notwithstanding that a party gives notice of
Vendor and at the Vendor's sole discretion. Vendor will provide termination, such termination shall not be effective if the
notification to Client in a timely manner prior to any Upgrades or breach is cured prior to expiration of the thirty (30) day
Service Packs being applied. notice period, and the terminating party is notified of the
cure within the notice period.
5. TERM: DEFAULT: RENEWAL
5.1. Term
This Addendum is effective upon execution and shall continue for a
term as set forth in the Crderv Form, (the 'Initial Term). This
Addendum Will automatically renew at the end of the Initial Term or
any subsequent term for an additional term of 12 months. The Client
must notify the vendor within 30 days of the end of a Term that they
wish to terminate this Addendum.
5.2. Termination
Either party may terminate this Addendum upon delivering notice of
termination for any material breach of this Addendum by the other,
provided such notice;
IN WITNESS WHEREOF, each of the parties hereto has caused this Addendum to be executed in duplicate by its duly authorized officer or representative.
Vendor: Springbrook Software, Inc. Client
By: By:
Name (Print): Tim Rosener Name (Print):
Title: Vice President Imolemenmdons Title:
Date: Date:
Page 3 of 3 OCOG- Hosted Services addendum
' i
((c`5p ri n g b r o o k Web Payments Order Form 12012
Springbrook Software, Inc.
Web Payments Order Form
:Ad nsee: CI ofAshlandi OR " Contactgmail: morrlsbOashtand.orus .
LicenseContact: Bryn Morrison Contact Phone: 541-552.2003
Billin resr. 20 East Main Street
Cf : Ashland - - - - - state: OR. ZI 97520
Term lfA Ilable; 2 ears
Effective Date:.
Client Fiscal Year.
Number ofAccountr. 20,000 - - .I
Web Payments One Time Ltcense Fea NA
Web Payments One Tlme $gDipj'gj NA
_ f .
Web Payments Onetime InItIalTnlntna NA
Web Payments One Time Web Rusting Fee NA
Web Payments Monthly Fee Online Web E m eats for O011tvB11Nnc 50.04/active account
Client win be charged a $0.25 transaction fee to use the web paymentservice foreach transaction performed through the web payment service. Client may opt
to have Citizen pay this fee In lieu ofthe Client paying the fee via a convenience fee. Client is responsible for all associated third party fees including but not
limited to Interchange, gateway and processing fees.
Services not specificallyldentifled by this Order Form, or Identified In the Springbrook Software as Service Agreement And Addenda are considered out of
scope and may Incur additional costs.
This order form is Issued pursuant to the terms and conditions set forth in the Springbrook Web Payments Agreement and addenda thereto. Client also agrees
that services not defined In this agreement or order form may Incur additional costs. By signing below the client agrees by the terms of this order farm and the
agreement referenced above. '
-Monthly fee Is billed from date ofcontract execution.
LICENSOR: LICRNSF.E: -
By: Springbrook Software By: C
Signature: Signature 4- J•'.. • f
Name (Prln[):IYm Rasener Name (Print): r2. ];,=,1t
Title: DEC Emilldcot luillic"D lotions Title: c'"r I 0!C
Date: 7 _ Dater 7 t~ n
S 0 t01Tn
I
Pogol - Web Payments Order Point-Ver 09-15-12
i
"ITY RECn~ Page 1 / 1
CITY OF
ASHLAND DATE PO NUMBER
20 E MAIN ST. 11/16/2012 11306
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 000211 SHIP TO: Utility Billing
SPRINGBROOK SOFTWARE INC 20 E. MAIN
DEPT. LA 23948 ASHLAND, OR 97520
PASADENA, CA 91185-3948
FOB Point: Req. No.:
Terms: Net Dept.:
Req. Del. Date: Contact: Bryn Morrison
Special Inst: Confirming? No
Quanti Unit Description Unit Price Ext. Price
Web Portal Contract 8,450.00
Term: December 1, 2012 to June 30, 2013
Per transaction fee
Base fee 3,210.00
Per attached Springbrook Software
Hosted Services Addendum
C)
SUBTOTAL 11660.00
BILL To: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 11,660.00
ASHLAND, OR 97520
,Account Number Project Number Amount Account Number Project Number Amount
E 710.03.07.00.60410 E 000327.999 11 660.00
ri
Auth rized Signature VENDOR COPY
FORM #3 CITY OF
ASHLAND
A request for a Purchase Order
REQUISITION Date of request: 11/16/12
Required date for delivery: 12/1/12
Vendor Name
Address, City, State, Zip 1000 SW Broadway Suite 1900 Portland OR 97205
Contact Name & Telephone Number Liz Burnell (503) 820-2200
Fax Number
SOLICITATION PROCESS
❑ Exempt from Competitive Bidding Emergency
❑ Written Findings (Farm attached) ❑ Invitation to Bid (Copies on file) ❑ Written findings attached
❑ Quote or Proosal attached Date approved b Council: ❑ Quote or Proposal attached
❑ Small Procurement Cooperative Procurement
Less than $5.00 0 ❑ Request for Proposal (Copies on file) ❑ Stale of Oregon
Note: Total contract amount, including any Date approved by Council: Contract #
amendments may not exceed $6,000 ❑ State of Washington
Intermediate Procurement Sole Source Contract #
GOODS 8 SERVICES X Written Findings (Form attached) ❑ Other government agency contract
$5.000 to $100,000 ❑ Quote or Proposal attached Agency
❑ (3) Written quotes attached Contract #
PERSONAL SERVICES ❑ Special Procurement ❑ Intergovernmental Agreement
$5 000 to $75.000 ❑ Written Findings (Form attached) Agency
E] Less than $35 , , by direct appointment El Quote or Proposal attached Contract #
, Date approved by Council:
❑ (3 Written proposals attached Date approved b Council, Description of SERVICES W9 Total Cost
Web Portal contract-December 1, 2012-June 30, 2013. Per transaction fee $8,450, base fee r4~~s?~
$3,210
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
1~wal ❑ Per attached QUOTE '81Project Number 000327-Account Number 710.03.07-00.604100 AccountNumber___-__-__-__-______
Account Number Account Number
'Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Attach extra pages if needed.
By signing this requisition form, I codify that the information provided above meets the City's public contracting requirements, and the documentation can be provided
upon request. L ~f
Employee Signature: Y~f~fY~ Department Head Signature:
V
Additional signatures (if applicable):
Funds appropriated for current fiscal year. (0/ NO ~T/ -
Finance Director 6-1 Date
Comments:
G Finance ProcedurelAPTormslSpringbrook portal PO.dom Updated on: 1111612012
FORM #5 CITY OF
ASHLAND
SOLE, SOURCE DETERMINATION AND WRITTEN FINDINGS
GOODS AND SERVICES
Less than. $100,000`
To: Lee Tuneberg, Administrative Services
From: Bryn Morrison, Administrative Services
Date: November 16, 2012
Re: Sole Source Determination and Written Findings for Goods and Services
In accordance with AMC 2.50.090(F), the Department Head shall determine in writing that there
is only one provider of a product or service of the quality and type required available.
Estimated total value of contract: $11,660
Project name: Springbrook web portal
Description of goods and services: Web payments for utility billing
Background:
The City has purchased Springbrook Utility billing software and intends to provide customers the
ability to manage and pay their utility bills online and to accept payments for Visa/MasterCard
over the phone.
The sole source justification applied to this purchase because Springbrook has created this portal
to interface directly with their software without modification. If the City went with a third party
to provide this service, it would need to be customized to interface with Springbrook.
Foan #5 - Sole Source -Goods and Services - Less than $100,000, Page 1 of 2,11/16/2012
Findings:
fThe findings below must include factual information supporting the determination].
Market Research Overall finding:
2. ONLINE PAYMENT SERVICES.
2.1. Online Payment Services allow Citizens to make payments and perform certain other functions via a website, telephone or webpage hosted and
maintained by Vendor and/or a Third Party Vendor that is accessible by hotlink from Client's own website, as set forth in the appropriate Order Form.
Client agrees to use only Third Party Vendors that are subject to a written agreement between the Client and the Third Party Vendor for merchant
banking services. For purposes of credit card and similar transactions, Client shall act as merchant and Client shall be solely responsible for
maintaining its merchant relationship with its approved Third Party Vendor, and for all payments related to that merchant relationship. Client agrees
to only use merchant services Third Party Vendors approved by Vendor.
2.2. Operation of the Online Payment Services requires installation and maintenance of Licensed Software Products on servers maintained by Client
on Client's premises. The Licensed Software Product needed to operate Online Payment Services is limited to the most current released version of the
Vendor's payment Application, and includes any updates to that Application made available by Vendor. The payment Application does not include
new software Applications, substantially new versions of any software Application, or Services necessary to implement new Applications or versions
of the Applications. Client agrees that Vendor may designate any software Application released by Vendor after the executed Addendum as a new
version or a new Application, and additional fees may be required for any such new version or Application.
[In accordance with ORS 279B.075, these are the examples off:ndings that should be addressed.
Select at least one of the findings and prepare the determination as it specifically relates to the
goods or services being procured. More than one finding can be addressed. The findings are as
follows.
Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the
efficient utilization of existing goods requires the acquisition of compatible goods or
services from only one source. See attached agreement
Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that
the goods or services required for the exchange of software or data with other public or
private agencies are available from only one source. See attached agreement
Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the
goods or services are for use in a pilot or an experimental project. See attached agreement
Pursuant to ORS 27913.075 (2)(d): Any other findings that support the conclusion that the
goods or services are available from only one source. See attached agreement
Form #5 • Sole Source -Goods and Services - Less than $100,000, Page 2 of 2,11/16/2012