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HomeMy WebLinkAboutC-4263 C-42-6?) \\OO-60 f 1700-808 Nelson St.Vancouver,B.C.V6Z 2H2 Tel:604-269-2525.1-866-266-2525 Fax:604-269-2527 Email info@andornot.com Website:www.andornot.com Hosting Services Agreement THIS AGREEMENT is entered into BETWEEN: ANDORNOT CONSULTING INC., a company incorporated under the laws of the Province of British Columbia, Canada, and having an office at 1700—808 Nelson St.,Vancouver, BC,V6Z 2H2("Andornot"); AND: CITY OF ARCADIA, an institution operating under the laws of the United States, and having an office at 240 W. Huntington Drive,Arcadia,CA 91007. (the "Client"). Andornot is a software developer, application design consultant and provider of outsourced hosting services.The Client wishes to obtain services and/or license certain software from Andornot. Andornot and the Client(the"Parties")agree as follows: 1. SERVICES 1.1 Andornot will provide software,web site,web application and data hosting services to the Client ("Andornot Services"), in accordance with Schedule A and, as more particularly set out in a separate Statement of Work("SOW"), if applicable. In the event of any conflict between the terms of the SOW,and this Services Agreement,this Agreement shall govern. 1.2 Andornot Services will be provided from servers owned and managed by Andornot and its trusted employees and subcontractors ("Andornot Servers").The Andornot Servers are located in a co- location facility in Vancouver, B.C. operated by Cogeco Peer1. 1.3 Andornot Services will be accessible 24 hours a day and 7 days a week. However,the Parties acknowledge that Andornot Services may be inaccessible due to scheduled maintenance and required repairs to the Andornot Servers, or due to loss or interruption of services due to causes beyond the control of Andornot or which are not reasonably foreseeable by Andornot, including, for example, interruption or failure of telecommunication or digital transmission links or electrical supply and Internet slowdowns or other failures. If Andornot Services are not accessible for such reasons,Andornot will use reasonable commercial efforts to resolve such access issues and inform the Client. 1.4 Andornot will take reasonable commercial efforts to implement industry-standard security measures,to safeguard and to backup any information, including client data (the"Data"), located on Andornot Servers.Andornot will notify Client of any breaches of security that would expose Client Data to unauthorized parties. 1.5 If the Andornot Services includes limiting access only to authorized parties (the "Authorized Accounts"),the Client is solely responsible for modifying and updating the Authorized Accounts or requesting that Andornot make such changes on the Client's behalf.The Client acknowledges and agrees that it is responsible for safeguarding login information for the Authorized Accounts. 1 1700—808 Nelson St.Vancouver, B.C.V6Z 2H2 ?ando _ , Tel:604-269-2525.1-866-266-2525 Fax:604-269-2527 Email info@andornot.com Website:www.andornot.com 1.6 Andornot warrants that it will provide its Services in a manner commensurate with standard industry practise. If Andornot fails to meet such standard and breaches such warranty,then Andornot will re-perform Andornot Services,without additional cost to Client,so that it meets such standards. Client acknowledges that this warranty is Client's sole remedy for breach of any of the provisions set out in this section 1. 2. PAYMENTS FOR SERVICES 2.1 The Client will pay Andornot for the Andornot Services in accordance with Schedule A. Interest on overdue accounts will be charged at 1.5% per month (18% per annum). Andornot will invoice Client for all such payments and all invoices are payable net 30 days. If any payments are outstanding, on 10 days advance written notice,Andornot may suspend Andornot Services until the account is paid. 3. LICENSE AND PROPRIETARY RIGHTS 3.1 All intellectual property and proprietary rights in the Data (including all copyrights and trade secret rights),are that of the Client. Andornot has no ownership rights in or license to the Data, except for the non-exclusive,world-wide, royalty-free license that the Client grants to Andornot,for the term of this Agreement,to operate on and use the Data to the extent necessary to render Andornot Services. No other use of the Data by Andornot or by any other service is provided or granted, except as directly specified or requested by the Client. 3.2 Andornot Services may include hosting of software developed by Andornot ("Andornot Software"). Such Andornot Software is licensed for the Client's use during the term of this Agreement and successive Agreements only, and can only be used by Clients obtaining Andornot Services on Andornot Servers. 3.3 All software other than Andornot Software is governed by the license between the vendor of that software and the Client. Client acknowledges and agrees that they are solely responsible for their compliance with the terms of these software licenses. 4. CONFIDENTIALITY 4.1 "Confidential Information" means proprietary or confidential information disclosed by one Party to the other and includes,for example (i)the Data; (ii)Andornot Software; and (iii)any other trade secret, source code, object code,technical processes and formulas, product designs,sales, costs and other unpublished financial information, product and business plans, advertising relationships and marketing data of a Party that is disclosed to the other Party. 4.2 Each Party agrees to retain the Confidential Information in the strictest confidence and not to use or disclose the Confidential Information except as provided under this Agreement or as required by law or a regulatory authority having jurisdiction. Each Party may disclose the Confidential Information only to those of its officers, directors, employees and agents who need to know in connection with this Agreement(collectively, "Representatives"). Each Party shall notify its Representatives of their confidentiality obligations and shall require all its Representatives to comply with these obligations, including requiring its representatives to enter into a written 2 tid �, 1700—808 Nelson St.Vancouver, B.C.V6Z 2H2IP 'x, %a %y Tel:604-269-2525.1-866-266-2525 Fax:604-269-2527 N�'" Email info@andornot.com Website:www.andornot.com confidentiality agreement if the other Party requires. Confidentiality obligations survive expiration or termination of this Agreement. Exceptions: Any obligations specified in subsection 4.2 will not apply to any information: (i) presently in the public domain; (ii) that becomes part of the public domain through no fault of the other Party;or (iii) the disclosure of which is required by applicable laws or the order of a court or regulatory authority having jurisdiction. 5. LIMITATION OF LIABILITY 5.1 Andornot shall not be liable for any claim relating to Andornot Services, out-of-date or inaccurate information or data other than as expressly set out in this Agreement.The Parties agree that the professional responsibility of Andornot shall be limited to direct and actual money damages effectively incurred by the Client. 5.2 Andornot shall have no liability for unauthorized or unlawful access to, or alteration,theft or destruction of the Data,through accident,fraudulent means or devices. To the extent that Client has access to the Data and has the ability to alter, administer or control the Data, Client acknowledges that it must implement its own security measures with respect to the manner in which its employees,contractors and end-users access the Data. 5.3 The Parties shall have no liability with respect to their respective obligations under this Agreement or otherwise for consequential, exemplary,special, incidental,or punitive damages.This limitation applies to all causes of action including,without limitation, breach of contract,tort, and strict liability. 6. TERM, RENEWAL AND TERMINATION 6.1 This Agreement is in place for a one year term. 6.2 Either Party may terminate this Agreement upon sixty(60)days written notice, delivered to the other Party at its address first set out above. 6.3 The Agreement shall automatically renew for successive one year terms unless one Party delivers notice to the other of intent to not renew the Agreement with at least sixty(60)days prior written notice. 6.4 No refunds of prepaid amounts shall be provided if this Agreement is terminated. 6.5 Upon termination of this Agreement or at the other Party's request, each Party agrees to promptly destroy,or return and destroy all Confidential Information and Data in possession of that Party to the other Party. 6.6 Andornot reserves the right to amend this Agreement from time to time in its sole discretion by informing the Client via the Client's email address of record and any such amendment may include 3 1700—808 Nelson St.Vancouver,B.C.V6Z 2H2 a 0 Tel:604-269-2525.1-866-266-2525 Fax 604269-2527 Email infoPandornot.com Website:www.andornot.com material changes in Andornot Services. In the event that the Client objects to any such amendment, the Client may terminate this Agreement as specified above,in which event the proposed amendment shall not take effect. 7. GENERAL TERMS 7.1 The Parties agree that Andornot's relationship to the Client is that of an independent contractor. Nothing in this Agreement is intended to create a partnership,joint venture or employment relationship. 7.2 This Agreement and attached Schedules and Statement of Work, if applicable, represents the entire Agreement between the Parties with respect to the subject matter. 7.3 This Agreement cannot be assigned by either Party without the express written consent of the other Party. 7.4 This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia.Any disputes related to this Agreement shall be submitted to the jurisdiction of the Courts in British Columbia. 7.5 Sections 3,4,5,6,and 7 shall survive termination or expiration of this Agreement. ANDORNOT CONSULTING INC. CITY OF ARCADIA Per: Per: er Authorized Signatory Authorized Signato Kathy Bryce Dominic Lazzaretto Name Name Partner City Manager Title Title August 23,2019 1/4) APPROVED Date Date APPROVED AS�TO FORM: (1), Stephen P. Deitsch 4 City Attorney City of Arcadia 1700-808 Nelson St.Vancouver, B.C.V6Z 2H2 andor . / Tel:604-269-2525.1-866-266-2525 Fax:604-269-2527 Email info@andornot.com Website:www.andornot.com Hosting Services Agreement — Schedule A Andornot Services Andornot Services include: 1. Hosting of Client's DB/TextWorks software, databases and linked external files with accounts for up to one simultaneous user. 2. Hosting of Andornot Discovery Interface at apl.andornot.com or your preferred domain. 3. Use of shared Andornot SSL certificate (if hosted at an andornot.com domain) or use of SSL certificate from Let's Encrypt (for all other domain names). 4. Bandwidth up to 50 GB per month (additional $5 per 5 GB per month if over). 5. Storage capacity up to 40 GB (additional$5 per 10 GB per month if over). 6. Addition of Google Analytics or other web traffic tracking code, provided by Client. 7. 24/7 external monitoring of Andornot servers and sites. 8. Data backup. 9. Up to 30 minutes per month of Andornot time to assist in database and website maintenance. This time is not bankable.Andornot staff are available 9am to 5pm Pacific Time, Monday to Friday, but will intervene after-hours in emergency situations. 10. Software upgrades as described below. Annual Costs DB/TextWorks Hosting First remote access user: $1,800 AnDI Subscription and Hosting $4,200 Total Annual Costs: $6,000 Hosting Period Hosting will commence upon completion of setup work. Payment Schedule Hosting fees will be invoiced in increments of one year, in advance of the hosting period,and are due and payable prior to the start of the hosting period. Software Upgrades Inmagic Software 1. Upgrades to the latest version of Inmagic software require a current Inmagic maintenance subscription.A maintenance subscription is optional but highly recommended. Andornot cannot guarantee that it will be able to host older versions of Inmagic software indefinitely. 5 1700-808 Nelson St.Vancouver,B.C.V6Z 2H2 a orno Tel:604-269-2525.1-866-266-2525 Fax:604-269-2527 Email info@andornot.com Website:www.andornot.com 2. Andornot will invoice hosted clients for the Inmagic maintenance subscription annually. Client must notify Andornot 30 days before the expiry date to decline the renewal. Inmagic, Inc. charges for any years missed plus an additional fee for late renewals. 3. Upgrades to the latest version of Inmagic software will be installed as soon as practicable and at a time to be determined by Andornot. Andornot tests all Inmagic upgrades after release and will only install these on Andornot servers once it has been determined that they are stable and will not detrimentally affect hosted client sites or databases. Some sites with specialized features or functionality may require modifications to work with new versions. In these cases Andornot will provide a quote for the consulting services, or if feasible, maintain the site at the previous version. 4. Implementation of new features in the latest releases of the Inmagic software may be included for no additional charge depending on the feature. More complex updates can be requested for a fee on a case by case basis. 5. Creation of a new development site and testing of Client website with an upgraded version of the Inmagic software before switching will be charged at Andornot's then current consulting rate. Other Software Upgrades of other software applications hosted by Andornot for the Client, such as AnDI,will be offered on a case-by-case basis at Andornot's then current consulting rate. Additional Services Any services required or requested by the Client not listed above or which exceed the support time included per month will incur charges at Andornot's then current consulting rate.Such services may include assistance with uploading data or files, changes to hosted web applications, restoring data from backups due to client error, and other website or database maintenance services offered by Andornot. 6