HomeMy WebLinkAbout2019-286 PO 20200044- XC2 Software, LLC • . ortl
Purchase Order
Fiscal Year 2020 Page 1 of:
Vas 0111ECORDE
B City of Ashland „v.,-,-AnIrkiltA-vit-711-afajz"Cabrir 774 g.
11 F 1 ��,t�l c 5117,
I ATTN: Accounts Payable Purchase
L 20 E. Main
L Ashland, OR97520 Order# 20200044
T Phone: 541/552-2010
O Email: payable@ashland.or.us
V • H C/O Public Works Department
EXC2 SOFTWARE, LLC I 51 Winburn,Way
N 122 TAYLOR DR p Ashland, OR 97520
O FAIRFAX, CA 94930 Phone: 541/488-5347
R T Fax: 541/488-6006
___� _ r-=
800 761-4999 Paula Brown
i f s 1a1 I: _3 - i li..y j C 3 9 '7.1010:174-: '.T i - -°- 1 I Ei- rami
07/11/2019 813 FOB ASHLAND OR/NET30 City Accounts Payable
a
Backflow Software Renewal
1 Backflow software 1-year maintenance and tech support 1 $712.0000 $712.00
XC2 Maintenance and Support Agreement
City of Ashland Addendum to Agreement
Project Account:
*************** GL SUMMARY***************
. 081800-605700 $712.00 i •
r'
•
By: l'ra"H41\14,16 Date: 7I I )J1 _= _. ___-=
Authorized Signature _ t: ===—; = $712.00
,
FORM #3 CITY OF
A request fora Purchase ° er `
ASHLAND
REQUISITION Date of request: - 07/09/2019
Vendor Name SwiftComply/XC2
Address,City,State,Zip 725 Center Blvd.Fairfax,CA 94930
Contact Name Zach Lehrer
Telephone Number 800.761.4999
Email address
SOURCING METHOD
❑ Exempt from Competitive Bidding , 0 Emergency
❑ Reason for exemption: 0 Invitation to Bid (Copies on file) 0 Form#13,Written findings and Authorization
O AMC 2.50 090(Il(21 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached _(Attach copy of council communication) _(If council approval required,attach copy of CC)
O Small Procurement Cooperative Procurement
Less than$5,000
0 Request for Proposal (Copies on file) 0 State of Oregon
❑ Direct Award Date approved by Council: Contract#
❑ Verbal/Written quote(s)or proposal(s) (Attach copy of council communication) ❑ State of Washington
Intermediate Procurement ❑, Sole Source Contract#
GOODS&SERVICES D Applicable Form(#5,6,7 or 8) ' 0 Other government agency contract
$5,000 to$100,000 0 Written quote or proposal attached Agency
O (3)Written quotes and solicitation attached 0 Form#4, Personal Services$5K to$75K Contract#
PERSONAL SERVICES 0 Special Procurement Intergovernmental Agreement
$5,000 to$75,000 0 Form#9,Request for Approval 0 Agency ,
ElLess than$35,000,by direct appointment 0 Written quote or proposal attached Date original contractapproved by Council:
1=1 (3)Written proposals/written solicitation Date approved by Council: (Date)
❑ Form#4, Personal Services$5K to$75K Valid until: (Date) —(Attach copy of council communication)
Description of SERVICES Total Cost
1 year maintenance/tech support for backflow software �f •7112'�Q`
Item# Quantity Unit Description of MATERIALS Unit Price Total'Cost
.TOTAL.COST w
E■ Per attached quotelproposal r�
Project Number Account Number o 8 1 8 o o-s o 5 7 o o ' $_,_ _ _,L ! 2 ,o o _.:,.. :_ .� 1
Project Number - _ _ Account Number - $_,_ _ _,- - -•_ _
Project Number _ _ Account Number - $_,_ _ _, ' -
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support-Yes/No
By signing this requisition form,I certify that the City's public contracting requirements have been satisfied. _
Employee:�r�lV DEMI yft- Department Head: /(Equal to or greater th $5,000) �iy
Department Manager/Supervisor: City Administrator:
(Equal to or greater than$25,000)
Funds appropriated fob current fiscal year: YES /NO
Deputy Finance Director-(Equal to or greater than$5,000) Date
Comments:
Form#3-Requisition
Addendum
to
MAINTENANCE/SUPPORT AGREEMENT (the "Agreement")
between
SWIFTCOMPLY US Opco,Inc, a Delaware corporation("SWIFTCOMPLY")
and
THE CITY OF ASHLAND, OREGON, a municipal corporation("CUSTOMER")
To the extent this Addendum and the Terms and Conditions of the Agreement conflict,this Addendum
shall control. This Addendum amends the Terms and Conditions of the Agreement as follows:
1. Add the following new section to the Agreement as follows:
Oregon Laws: The following laws of the State of Oregon are hereby incorporated by reference
into this Agreement: ORS 279B.220, ORS 279B.230, and ORS 279B.235.
2. Add the following new section to the Agreement as follows:
Cyber Liability Coverage: SWIFTCOMPLY shall obtain and maintain throughout the term of
this Agreement, at SWIFTCOMPLY'S sole expense, Cyber Liability and Technology Errors &
Omissions insurance coverage with limits of not less than $1,000,000 (one million U.S. dollars)
covering any and all costs and expenses arising directly or indirectly out of SWIFTCOMPLY'S
actions under this Agreement for any of the following:
(a) Breach, access to, or disclosure of any confidential or personal information of
CUSTOMER, including but not limited to, personal identifying information, financial
account details,protected health information(PHI),passwords,or any other type of non-
public information; and
(b) The loss of,damage to,corruption of,inability to access,or manipulation of data; and
(c) Any damages for notification costs, credit monitoring expenses, forensic expenses,
public relations expenses, or any other loss; any damage to CUSTOMER'S hardware
or software; or related costs or expenses; and
(d) Loss of use of CUSTOMER'S data,hardware,or software.
3. Add the following new section to the Agreement as follows:
Oregon Tax Law: SWIFTCOMPLY'S compliance with tax law:
1. SWIFTCOMPLY represents and warrants to the CUSTOMER that:
SWIFTCOMPLY shall, throughout the term of this Agreement, including any
extensions hereof, comply with:
(a) All tax laws of the State of Oregon,including but not limited to ORS 305.620
and ORS Chapters 316, 317, and 318;
Page 1 of 2: Addendum to Maintenance/Support Agreement between SwiftComply and the City of Ashland
(b) Any tax provisions iinneSed by a Politieal•subdivision of the State of()regent
apPlieable to$)1,11171.COlviPLY; and
(c) Any rules, regulations, charter provisions', or ordinances that implement or
enforce any of the foregoing teak lavia or proVlsions.
SWIFTCOMPLy,for a period of no fewer than six(6)calendar years precedingthe
Agreeinent Pate,has faithfully eetnplied with:
(a) All tax laws of the State of Oregon, including but not limited to ORS 305,620
and ORS Chapters 316,317,and 318)
(b) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to SWIFTCOMPLY; and
(c) Any mks, tegulations, charter provisions, or ordinances that implement or
enforce any Of the foregoing tax laws or provisions.
2 swiarTgoivituPs failure to comply with the tax laws of the State of Oregon and
all applicable tax laws of any political subdivision of the State of Oregon shall
constitute a material breach of This Agreement.
Except as specifically modified by this Addendum,the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties have caused this Addendum to be signed in their respective
names by their duly authorized representative.as of the dates set forth below.
THE CITY OF ASHLAND,OREGON SWIFTCOIVIRLY
By: /a-A-
By;
(nit*be Offieer of the Company)
Printed Name: fefed- 4vir474.4)
printed Name: Michael O'Dwyer
Title: Pi 44.-r-frielL CEO
Title
Date: 49-...n4e...7, 201
Date: 7/9/2019
Page 2 of 2: Addendum to MainienancdSupport AgTeemerit between%villain*and the City of Addend
•
• Maintenance/Support Agreement SWIFT
COMPLY
XC2.A Division of SwiftComply
Maintenance(Software Updates)and Support is provided on a contract basis.
Maintenance and Support is available for terms of 1 to 5 years.Unless you notify Importing XC2 Data from or interfacing with external systems:
SwiftComply at least 30 days prior to the end of your term,this Agreement will
automatically renew for another term of the same length(each"Renewal Term"). The standard XC2 maintenance/support contract does not include assistance with
All fees for each Renewal Term will automatically increase by 2.5%PER YEAR. importing or interfacing XC2 data with other programs or systems unless
specifically stated in this contract or an additional specific service contract.
XC2®Software Maintenance/Support Includes:
3"Party Web Users:
Basic XC2 Maintenance/Support will be made available to Customer
throughout the contracted term at the price quoted. Customer must pay for the The standard XC2 maintenance/support contract does not include assistance to 3rd
entire contract period at the beginning of the contract to receive multi-year Party users of the web-based functions of XC2 Web,e.g.Testing Contractors using
discounts. your XC2 Web interface for Backflow Test Entry.
Accessing XC2 data from external systems,databases,GIS,applications:
Basic Technical Support for the use of XC2 will be provided by XC2
Software,LLC technical staff between the hours of 7:00 AM and 4:00 PM XC2 Software provides a free ODBC driver for XC2 Server(requires XC2
Pacific Time. In the event that a technical support staff member is not Server version).
immediately available, a technical or customer service staff member will Standard XC2 support does not include assistance with accessing XC2 data
respond within 24 hours. This time is usually much less and averages between from other systems beyond assistance with providing and installing the ODBC
1 and 4 hours. driver. It is assumed that Customer staff is familiar with ODBC data sources
Technical support is available by telephone(Toll-Free in U.S.),fax,email and and SQL language.
remote support. XC2 Staff can answer table and field specific questions regarding the data
The basic XC2 Technical Support program provides technical assistance structure of XC2 and locations of specifically requested data. A data structure
regarding the direct use of XC2 to manage the customer's programs, e.g., document is available on-line via the XC2 Knowledge Base. This is an html
backflow prevention, FOG management, hydrant management, valve document with a list of all tables, field names, field data types, triggers,
maintenance, meter testing, etc. This includes all standard functions and relationships,indices and field attributes. •
features listed in the XC2 Documentation,including: Assistance with items not included in the standard support contract may be
available with an additional specific service contract.
Installation and updates to Software
Adding/modifying records:(examples) Expired Maintenance/Support Contract:
Backflow: Devices,Facilities,Tests,Surveys,Testers,Test Kits,
etc. XC2 Staff will not be able to provide assistance without a current
FOG: Interceptor records,Inspections,Inspectors,Waste haulers, maintenance/support contract. This includes any type of assistance including but
manifests,etc. not limited to,moving the program to another computer,downloading the installers,
Hydrant,Meter,Valve,Reclaimed,etc. re-installing the program,lost data,forgot user log-in or password,questions about
Searches(Query)for lists of records the structure of the data,data entry,reports,exports,or any issues associated with
Creating and Sending Notices,Follow-up Notices,Notices of Violation using the program,et al. However,assistance may be available on a per incident
Printing: Test Forms, Envelopes, Labels, Reports, etc., including basis,for a fee,depending upon the nature of the request.
"Quick Reports"and Exporting In some cases,XC2 Staff may not be able to provide assistance with older,non-
Administrator Setup and Functions,Preferences and Resource/Lookup supported versions.
Lists Setup
Creating and modifying merge letters,setting up automatic notices Updates to the current version may be available for a fee without an ongoing support
Creating Scheduled,Exports,Saved Searches,List Views. contract. These types of updates are available with limited time support,determined
at the time of the purchase of the update.
Initial installation on servers and workstations
Setting up the embedded XC2 backup procedures SwiftComply
Installing updates from our web site
• Note: SwiftComply acquired XC2 Software as of 1/1/2019. By executing this Agreement,
Updates are available on an on-going basis you consent to the assignment of your agreement with XC2 Software to
We recommend installing the updates every 3-4 months to take SwiftComply.
advantage of the new enhancements, features and functions that are
constantly being added to XC2 As noted above, unless you notify SwiftComply in writing of your election to
Moving XC2 from one server and/or workstations to another terminate this Agreement at least 30 days prior to the expiration of the then current
Setting up XC2 DataSync(for licensed systems) term,it will automatically renew for a new term.
Recovering the data file from an"XC2 Backup"file
Assistance with your"Update from Billing"process(for licensed systems) SWIFTCOMPLY CUSTOMER
Includes updates to XC2 Software, and the embedded database engine,
available by web download only.
Updates to the XC2 program: O
NOTE: Updates to XC2 Software will ONLY be available via a download from the
XC2 Website-call or email for instructions. /--
Exception: This does not apply to any U.S. Government Agencies needing an By: Michael O'Dwyer By://. 02 u/
update CD due to security restrictions for downloading from websites. Title: CEO Title: pa prf1be-wa__
California Customers will not be charged Sales Tax for the maintenance
portion of their contract provided no tangible material, e.g. CDs, written
manuals,etc.are provided to customer.
California customers needing an update CD may be subject to sales tax.
MAINTENANCE / TECHNICAL SUPPORT
SWIFT;c7:*144'''''--
. � Renewal Form
Your Renewal Date is: 07/01/19
City of Ashland, OR
Includes: 1-800 Live/Toll-Free(800.761.4999)Telephone Support-Remote Support
All program Updates to XC2®Software available by download from our website
California customers needing an update CD are subject to sales tax.
Exception: all U.S. Government Agencies needing an update CD are not subject to sales tax.
SwiftComply/XC2* 725 Center Blvd Fairfax CA 94930
Return Completed Renewal Form via E-Mail (sara.englexc2software.com), Mail,or Fax. 415.258.9561
* NOTE THAT SWIFT COMPLY HAS ACQUIRED XC2 SOFTWARE AND IS NOW YOUR SERVICE PROVIDER
Your Products:
Code Name Qty Recs Qty Users
XC2-01-BFP-UNL XC2®Backflow Prevention Software-Single-User Unlimited Re 8,000,000 1
Price BEFORE Price BETWEEN
Please indicate length of contract: 007/01/19-09/29/19
[d *1 Year Maintenance/Tech Support/Updates C$712fc.'" $925
❑ *2 Years Maintenance/Tech Support/Updates $1,375 $1,575
❑ *3 Years Maintenance/Tech Support/Updates $2,000 $2,200
Save$49 on a 2 Year Contract! Save$136 on a 3 Year Contract! --.
�, '�`•.r °,« ,•« .. %` 4-1'b - � ti ' s , I, .., Lis„� -•
Customer shall be invoiced upon receiptioff purchase order or contract for the entiregperrod of they
contract; including multi-year�contracts thatinclude discounts ;Customer agrees to pay the entire
amount of th'e invoiced contract at the begs ring<of the contract}period
Canada and State of Washington Customers: Include Applicable Sales Tax on 50%of Renewal Cost on your purchase
order: (Maintenance is 50%of Cost-Support is 50%of Cost-Support is Non-Taxable).Canada include GST/PST only
$ =2 = $ x % _ $ $
O Contract Amt. 0 Amt.of Maint. ® Tax Rate ®Tax Amount ® TOTAL LINE 1 +4
TcxrA\ DeiNA\1\e.- COWYkpCS SL' 1 - 552--2-LI2-0
Name: (Designated Contact Person) Phone:
6Guy0 V - 6/14/ 19
Authorized Signature Purcha e Order# Date
We accept payment by check, ACH/Direct Deposit or credit card
*Please Sign Please Sign and Return the Attached Maintenance/Support Agreement with Order
Customer is responsible for and agrees to pay any and all sales ori use taxes or any penalties due to late or non-payment of those taxes imposed at
any time whatsoever on this transaction. The exhibits and schedules referred to in this agreement are to be included and constitute an integral part of
this agreement and are deemed to be included in any purchase order resulting from this proposal.
° °
1
Legal Department Review
DOCUMENT;;TRANSMITTAL AND CONTROL •. :; •;
i This form.will"accompany the document through the.drafting, review,.and signature processes,and'wiil°
be kept with the City's final executed copy of the document Required fields are indicated in gray scale. `
°
"1.:,,:, ,,)i,,''
,
.
Document: XC2#maintenancefteehnical support renewal
(Include names of parties;to the ttaeument
i ` `. `Type of Document: .Contract a Lease Easement : Deed , IGA
° .
1
':' , ' '` , _ ,1, ,i',,
Other S eel Technical support agreement
" Dept Contact: Tami 7e Mille-Campos
ArTION REQUESTED
Dept:' blit Works ;Phone: ,Ext 2420°.°
` E Review Draft i
1:1'
'DI)'
ate submitted to Legal, :0104/26,1,9;
Approve final and forward to: `
i Draft due by: Asir A E
° {Unless indicated,Legal will'return'document fo you)
i
Return Requested b• y: Tatni De Mille campus
Complete tins section ONLY the,fust time this form is filled out.
,Has this document been;previously worked on by the Legal Dept Staff? , ®° No ; Yea°
If yes,by whom?.
LEGAL DEPT `' First Date Received by,Legal Date UI t4 1�1 Bye
USE ONLY :" ';. Returned to Dept. for Revision Date. By.• i
Received for additional review-by Legal Date: ` By:
Returned to Dept.for Revisions Date: By:
,, Received for additional'review by Legal Date:. •° By: "
1 Returned to Dept,'i.for Revision° Date By
°°Received for Additional Review by Legal Date ,By
Returned to Dept for Revision , Date. , `By.
Final Logged'"out by Legal . Date: 'By:'°
Comments from LEGAL to DEPARTMENT Comments from D PAR'
AR `to L'
I ❑ See Attached
9 1 c ".C4-•'
Y� .
•Does this'document need to.be recorded?
I Return original executed d7ITc.,u1=117"INi.u.
ent t e ' °
Recorder for`safekeeping? P4 Yes ;-,,f No ❑ -Yes` ` CiTOI DEPARTE "HEAD
`„ ,Please do not s>gn the attached-document untilthis or, has b„ilm. -Np.,,,,_T
` ° 'ved by the Legal Dept°below:
,� r. EFINAT.LEGALDEPARTMENTAV ' : � bate. i�/ /
G':\tegaFDEPAl2T.INTENTS\ ontrac`tinglFORMS\LegalaDoe Transuuttal:i B:doex
is i.
°
d °
•
Tami Campos
From: Katrina Brown
Sent: Friday, July 05, 2019 10:30 AM
To: Tami Campos
Cc: Jess Griffiths
Subject: RE: XC2 Software Proposed Maintenance&Support Agreement Addendum
Tami,
I am okay with those changes for this specific agreement. Let me know if you need anything further from me on this.
Katrina
Katrina L. (Brown
Assistant City Attorney
City of Ashland
20 E. Main Street
Ashland,Oregon 97520
(541)488-5350
This electronic transmission contains PRIVILEGED AND CONFIDENTIAL information and is intended only for the use
of the addressee(s)named above. If the reader of this message is not the intended recipient or the employee or agent
responsible for delivering the message to the intended recipient(s),please note that any dissemination, use, distribution or
copying of this communication is strictly prohibited.
From:Tami Campos
Sent:Wednesday,July 03, 2019 9:37 AM
To: Katrina Brown <katrina.brown@ashland.or.us>
Cc:Jess Griffiths<jess.griffiths@ashland.or.us>
Subject: FW:XC2 Software Proposed Maintenance&Support Agreement Addendum
Hello Katrina,
For further review and approval at your convenience.
Thanks!
r ,De/M%U.ei-Cc mpo-'
Administrative Analyst
City of Ashland, Public Works Department
20 East Main Street,Ashland, OR 97520
541-552-2420
Fax:541-488-6006,TTY:1-800-735-2900
Like Public Works on Facebook for updates and information!
Like Ashland Water Conservation on Facebook for updates and information!.
This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records law for disclosure and
retention. if you have received this message in error,please contact me at 541-552-2420. Thank you.
1
From:zachary.lehrer@xc2software.com<zachary.lehrer@xc2software.com>
Sent:Wednesday,July 03, 2019 9:32 AM
To:Tami Campos<tami.campos@ashland.or.us>
Subject:XC2 Software Proposed Maintenance &Support Agreement Addendum
Hi Tami,
I have attached a markup of your proposed Addendum to the XC2 Software/SwiftComply Maintenance &Support
Agreement.
There are a few changes, along with a note from our CEO included in the document.
Please let me know if I can be of any further assistance.
Many thanks,
gad deinet
Zach Lehrer
XC2 Software
mailto:zacharehrerna.xc2software.com
800.761.4999-v.I415.456.9200
www.xc2software.com
•
XC2Live
Online Backflow Program Management:
2
www.xc2live.com
************************************************************
Internet/Hosted/In the Cloud: On-line Backflow Test Entry!
XC2Live! - Backflow Program Management
Operational Now! Call for additional information: 800.761.4999
************************************************************
Software for
Backflow Prevention FOG.(Fats,Oil &Grease)- Hydrant Testing
Meter Testing Valve Maintenance Recycled Water
v;.
°XC2/SwiftComply 725 Center Blvd , Fairfax, CA 94930
800.761.:4999=;415:456 9200 fx.415.258.9561
www.xc2software.com
The information containedin this electronic communication is'personal,privileged and/or,confidenti•al information intended only'fo
use of the individual(s)or entity(ies)to which it+as been addressed. `
If you'read this communication and are not the intended recipient,you.are hereby notified that any dissemination,distribution or cc
of this"communication,.other than delivery to the intended recipient is strictly prohibited If you have received this communication�:il
please immediately notfy the sender by reply a-mail.Thank'you.
2
; . Maintenance/Support Agreement •.SWFT,
.'C AMPLY •
XC2.A Division of SwiftComply
Maintenance(Software Updates)and Support is provided on a contract basis.
• Maintenance and Support is available for terms of 1 to 5 years.Unless you notify Importing XC2 Data from or interfacing with external systems:
SwiftComply at least 30 days prior to the end of your term,this Agreement will
automatically renew for another term of the same length(each"Renewal Term"). The standard XC2 maintenance/support contract does not include assistance with
All fees for each Renewal Term will automatically increase by 2.5%PER YEAR. importing.or interfacing XC2 data with other programs or systems unless
specifically stated in this contract or an additional specific service'contract.
XC2®Software Maintenance/Support•Includes:
3rd Party Web Users:
Basic XC2 Maintenance/Support will be made available to Customer
throughout the contracted term at the price quoted. Customer must pay for the The standard'XC2 maintenance/support contract does not include assistance to 3rd
entire contract period at the beginning of the contract to receive multi-year Party users of the web-based functions of XC2 Web,e.g.Testing Contractors using
discounts. . your XC2 Web interface for Backflow Test Entry.
Accessing XC2 data from external systems,databases,GIS,applications:
Basic Technical Support for the use of XC2 will be provided by XC2 .
Software,LLC technical staff between the hours of 7:00 AM and 4:00 PM XC2 Software provides a free ODBC driver for XC2 Server(requires XC2
Pacific Time. In the event thata technical support staff member is not Server version).
immediately available, a technical or customer service staff member will ' Standard XC2 support does not include assistance with accessing XC2 data
respond within 24 hours. This time is usually much less and averages between from other systems beyond assistance with providing and installing the ODBC
1 and 4 hours. driver. 'It is assumed that Customer staff is familiar with ODBC data sources
•
Technical support is available by telephone(Toll-Free in U.S.),fax,email and and SQL language.
remote support. ' XC2 Staff can answer table and field specific questions regarding the data
The basic XC2 Technical Support program provides technical assistance structure of XC2 and locations of specifically requested data. A data structure
regarding the direct use of XC2 to manage the customer's programs, e.g., document is available on-line via the XC2 Knowledge Base. This is an html
backflow prevention, FOG management, hydrant management, valve document with a list of all tables, field names, field data types, triggers,
maintenance, meter testing, etc.' This includes all standard functions and relationships,indices and field attributes.
features listed in the XC2 Documentation,including: Assistance with items not included in the standard support contract may be
available with an additional specific service contract -
Installation and updates to Software .
Adding/modifying records:(examples) ' • Expired Maintenance/Support Contract:
Backflow: Devices,Facilities,Tests,Surveys,Testers,Test Kits;
etc. XC2 Staff will not be able to provide assistance without a current
FOG: Interceptor records,Inspections,Inspectors,Waste haulers, ' maintenance/support contract. Thisincludes'any type of assistanceincluding but •
manifests,etc. not limited to,moving the program to another computer,-downloading the installers,
Hydrant,Meter,Valve,Reclaimed,etc. • re-installing the program,lost data,forgot user log-in or password,questions about
Searches(Query)for lists of records the structure ofthe:data,data entry,reports,.exports,or any issues associated with
Creating and Sending Notices,Follow-up Notices,Notices of Violation using the program,et al. However,assistance may be available on a per incident
Printing: Test Forms, Envelopes, Labels, Reports, etc., including ;basis,for a fee,depending upon the nature of the request:
"Quick Reports"and Exporting In some cases,XC2 Staff may not be able to provide assistance with older,non-
Administrator Setup and Functions,Preferences and Resource/Lookup supported versions.
Lists Setup
Creating and modifying.merge letters,setting up automatic notices Updates to the current version may be available for a fee without an ongoing support
Creating Scheduled,Exports,Saved Searches,List Views. - contract. These types of updates are available with limited time support,determined
at the time of the purchase of the update.
Initial installation on servers and.workstations . . . .. .
Setting up the embedded XC2 backup procedures SwiftComply
Installing updates from our web site
Note m.Cy7regyir•edXCi2S. - ., ass V'id20j1° A. ta:waif °: iYtaa/_reement;
Updates are available on an on-going basis you consent to the assignment of your agreement vfitWLik2>�Sofi1v'are'to
We recommend installing the updates every 3-4 months to take SwiftComply.
advantage of the new enhancements, features and functions that are'
constantly being added to XC2 As noted above, unless you notify SwiftComply in writing of your election to
Moving XC2 from one server and/or workstations to another terminate this Agreement at least 30 days prior to the expiration of the then current
Setting up XC2 DataSync(for licensed systems) term,it will automatically renew for a new term. .
Recovering the data file from an"XC2 Backup"file • • -
Assistance with your"Update from Billing"process(for licensed systems) SWIFTCOMPLY CUSTOMER
Includes updates to XC2 Software, and the'embedded database.engine,
available by web download only.
Updates to the XC2 program: r
NOTE: Updates to XC2 Software will ONLY be available via a download from the
XC2 Website-call or email for instructions.
Exception: This does not apply to any U.S. Government Agencies needing an By: Michael O'Dwyer_ By:
update CD due to security restrictions for downloading from websites. .. Title: CEO • Title:
California Customers will not be charged.Sales Tax for the maintenance -cured as to P91'tft with the
portion of their contract provided no tangible material, e.g. CDs, written
manuals,etc.are provided to customer. •;i t:'` endum it orated:
California customers needing an update CD may be subject to sales tax. r
Ackland City Attorney •
Addendum
to
MAINTENANCE/SUPPORT/AGREEMENT (the "Agreement")
between
SWIFTCOMPLY, a foreign limited liability company ("SWIFTCOMPLY")
and
THE CITY OF ASHLAND, OREGON, a municipal corporation ("CUSTOMER")
To the extent this Addendum and the Terms and Conditions of the Agreement conflict, this Addendum
shall control. This Addendum amends the Terms and Conditions of the Agreement as follows:
1. Add the following new section to the Agreement as follows:
Oregon Laws: The following laws of the State of Oregon are hereby incorporated by reference
into this Agreement: ORS 279B.220, ORS 279B.230, and ORS 279B.235.
2. Add the following new section to the Agreement as follows:
Cyber Liability Coverage: SWIFTCOMPLY shall obtain and maintain throughout the term of
• this Agreement, at SWIFTCOMPLY'S sole expense, Cyber Liability and Technology Errors &
Omissions insurance coverage with limits of not less than $1,000,000 (one million U.S. dollars)
covering any and all costs and expenses arising directly or indirectly out of SWIFTCOMPLY'S
actions under this Agreement for any of the following:
(a) Breach, access to, or disclosure of any confidential or personal information of
CUSTOMER, including but not limited to, personal identifying information, financial
account details,protected health information(PHI),passwords,or any other type of non-
public information; and
(b) The loss of, damage to,corruption of,inability to access,or manipulation of data; and
(c) Any damages for notification costs, credit monitoring expenses, forensic expenses,
public relations expenses, or any other loss; any damage to CUSTOMER'S hardware
or software; or related costs or expenses; and
(d) Loss of use of CUSTOMER'S data, hardware, or software.
3. Add the following new section to the Agreement as follows:
Oregon Tax Law: SWIFTCOMPLY'S compliance with tax law:
1. SWIFTCOMPLY represents and warrants to the CUSTOMER that:
SWIFTCOMPLY shall, throughout the term of this Agreement, including any
extensions hereof, comply with:
(a) All tax laws of the State of Oregon, including but not limited to ORS 305.620-
and ORS Chapters 316, 317, and 318;
Page 1 of 2: Addendum to Maintenance/Support Agreement between SwiftComply and the City of Ashland
(b) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to SWIFTCOMPLY; and
(c) Any rules, regulations, charter provisions, or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
SWIFTCOMPLY,for a period of no fewer than six(6)calendar years preceding the
Agreement Date, has faithfully complied with:
(a) All tax laws of the State of Oregon, including but not limited to ORS 305.620
and ORS Chapters 316, 317, and 318;
(b) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to SWIFTCOMPLY; and
(c) Any rules, regulations, charter provisions, or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
2. SWIFTCOMPLY'S failure to comply with the tax laws of the State of Oregon and
all applicable tax laws of any political subdivision of the State of Oregon shall
constitute a material breach of this Agreement.
Except as specifically modified by this Addendum, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties have caused this Addendum to be signed in their respective
names by their duly authorized representative as of the dates set forth below.
THE CITY OF ASHLAND, OREGON SWIFTCOMPLY
By: By:
(must be Officer of the Company)
Printed Name:
Printed Name:
Title:
Title:
Date:
Date:
Page 2 of 2: Addendum to Maintenance/Support Agreement between SwiftComply and the City of Ashland
.MAINTENANCE ./ TECHNICAL SUPPORT
Renewal Form SWIFT-COMPLYUMW
Your.Renewal Date is: 07/01/19
City of Ashland, OR
Includes: 1-800 Live/Toll-Free(800.761.:4999)Telephone.Support- Remote Support
All program Updates to XC2®Software.available,by download from our website
• California customers needing an update CD are subject:to salestax..
Exception: all U.S. Government Agencies needing an update CD are:not subject.to sales tax.
SwiftComply/XC2* 725 Center Blvd::Fairfax.:CA 94930
Return Completed Renewal Form via E-Mail.(sara.engle(a@xc2software.com), Mail, or Fax: 415.258.9561.
:NOTE THAT SWIFT:COMPLY HAS ACQUIRED XC2 SOFTWARE AND IS NOW YOUR SERVICE PROVIDER
Your Products:.
Code Name Qty Recs Qty Users
XC2-01-BFP-UNL XC2®Backflow Prevention Software-Single-User Unlimited Re 8,000,000 1
Price BEFORE Price BETWEEN
Please indicate length of contract: • 07/01119' 07/01/19 09/29/19
I:1 *1 Year Maintenance/Tecfi Support/Updates° $712 $925
❑ *2.Years Maintenance/Tech Support/Updates $1,375 : : • $1,575 .
❑ *3 Years Maintenance/Tech Support/Updates $2,000` $2,200
Save$49 on a 2 Year Contract! Save$136 on a 3 Year Contract!
Customer shall,be invoiced.upon receipt of purchase order or contract for:the entire period'of the '.` '
contract,:including multi year contracts that,include:discounts . Customer agrees to pay the entire
amount of::the.invoicedcontract at the beginning of the contract period
Canada and State of Washington Customers: Include Applicable Sales Tax on 50% of Renewal Cost on your purchase.
order: (Maintenance is 50%of Cost.-Support is 50%of Cost-Support is Non-Taxable). Canada include GST/PST only .
$ +2 _ $. x % _ .� $ . .: .
O Contract Amt. . m Amt.of Maint. ® Tax Rate 0:Tax Amount ® TOTAL LINE 1 +4
Name: (Designated.Contact Person) Phone:
Authorized Signature Purchase Order# Date
We accept payment by check, ACH/Direct Deposit or credit card
Please Sign Please Sign and Retu n the Attached Maintenance/Support Agreement with Order
Customer is responsible for and agrees to pay any and all sales or use taxes or any penalties due to late or non-payment of those taxes imposed at
any time whatsoever:on this transaction. The.exhibits and schedules referred to in this agreement areto be included,and constitute an integral:part of.
this agreement and are deemed to be included in any purchase order resulting from this proposal.
•
Addendum
to f,
MAINTENANCE/SUPPORT AGREEMENT(the"Agreement")
between
SWIFTCOMPLY US Opco,Inc,a '' Delaware corporation
("SWIFTCOMPLY")
and
THE CITY OF ASHLAND,OREGON,a municipal corporation("CUSTOMER")
To the extent this Addendum and the Terms and Conditions of the Agreement conflict,this Addendum
shall control. This Addendum amends the Terms and Conditions of the Agreement as follows:
1. Add the following new section to the Agreement as follows:
Oregon Laws: The following laws of the State of Oregon are hereby incorporated by reference �.
into this Agreement ORS 279B.220,ORS 279B.230,and ORS 279B.235.
2. Add the following new section to the Agreement as follows:
Cyber Liability Coverage: SWIFTCOMPLY shall obtain and maintain throughout the term of
this Agreement, at SWIFTCOMPLY'S sole expense, Cyber Liability and Technology Errors&
Omissions insurance coverage with limits of not less thanl$1,000,000](one million U.S. dollars) J. Commented[M013:SwiftComply's current Cyber cover is
$ao, ll o' liceurrenee,which is part of our
coveringanyand all costs and expenses arisingdirectlyor indirectlyout of SWIFTCOMPLY'S : brellaglobalgroup
insurance
policy
actions under this Agreement for any of the following:
If additional insurance is required,then the cost of this cover
(($4,000)would need to be borne by the customer
(a) Breach, access to, or disclosure of any confidential or personal information of
i ' This seems"prohibitive for a.$700 annual contract,and I suggest the
CUSTOMER,including but not limited to,personal identifying information,financial i level,of cover required should be reviewed down.
account details,protected health information(PHI),passwords,or any other type of non-
public information; and
(b) The loss of,damage to,corruption of,inability to access,or manipulation of data; and
(c) Any damages for notification costs, credit monitoring expenses, forensic expenses, j
public relations expenses,or any other loss; any damage to CUSTOMER'S hardware
or software; or related costs or expenses; and
I'. 1
,(d) Loss of use of CUSTOMER'S data,hardware,or software.
3. Add the following new section to the Agreement as follows:
Oregon Tax Law: SWIFTCOMPLY'S compliance with tax law:
1. SWIFTCOMPLY represents and warrants to the CUSTOMER that:
SWIFTCOMPLY shall, throughout the term of this Agreement, including any
extensions hereof,comply with:
(a) All tax laws of the State of Oregon,including but not limited to ORS 305.620
and ORS Chapters 316,317,and 318;
Page 1 of 2. Addendum to Maintenance/Support Agreement between SwiftComply and the City of Ashland
}
(b) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to SWIFTCOMPLY; and
(c) Any rules, regulations, charter provisions, or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
SWIFTCOMPLY,for a period of no fewer than six(6)calendar years preceding the
Agreement Date,has faithfully complied with:
(a) All tax laws of the State of Oregon,including but not limited to ORS 305.620
and ORS Chapters 316,317,and 318;
(b) Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to SWIFTCOMPLY; and
(c) Any rules, regulations, charter provisions, or ordinances that implement or
enforce any of the foregoing tax laws or provisions.
2. S WIFTCOMPLY'S failure to comply with the tax laws of the State of Oregon and
all applicable tax laws of any political subdivision of the State of Oregon shall
constitute a material breach of this Agreement.
Except as specifically modified by this Addendum,the Agreement shall remain in full force and effect.
{
IN WITNESS WHEREOF the parties have caused this Addendum to be signed in their respective '• j
names by their duly authorized representative as of the dates set forth below.
THE CITY OF ASHLAND,OREGON SWIFTCOMPLY
By: By:
(must be Officer of the Company)
Printed Name:
Printed Name: '°
Title:
Title:
Date:
Date:
}
Page 2 of 2: Addendum to Maintenance/Support Agreement between SwiftComply and the City of Ashland
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