HomeMy WebLinkAboutAVOCETTE TECHNOLOGIES, INC. (2)INSURANCE NOT ON FILE
N WORK MAY NOT PROCEED
N CLERK OF COUNCIL
A-2021-093
a AGWEIMIENT WITH AVOCETTE TECHNOLOGIES, INC. TO PROVIDE
SUPPORT SERVICES FOR LAND MANAGEMENT SYSTEM
g, STLyak b0A)(O T.T
THIS AGREEMENT is made and entered into on this I" day of July, 2021, by and between
Avocette Technologies, Inc., a Canadian corporation ("Consultant"), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of
the State of California ("City").
RECITALS
A. On August 24, 2020, the City issued a Request for Proposals (RFP No. 20-108) for an
Enterprise Land management System and Implementation Services. The RFP included
extensive system requirements and objectives that are incorporated herein by this
reference.
B. Consultant represents that Consultant is able and willing to provide support services to
the City for the Clariti Platform Enterprise Land Management System.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
I. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in the ServicePlus Support Services
document attached hereto as Exhibit A and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit A and the Cost Proposal attached
hereto as Exhibit B and incorporated by reference. The total amount to be expended
during the term of this Agreement shall include an annual not to exceed amount of
$79,443, which includes a 30% contingency, for a total not to exceed amount of
$317,772.
Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work which fails to meet the standards of performance set forth
in the Recitals which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on July 1, 2023 ("Commencement Date") and continue
for three (3) years through June 30, 2026, unless terminated earlier in accordance with Section 15,
below. The exact Commencement Date for this Agreement depends upon the completion of the
implementation services provided for under a separate agreement between the parties.
Accordingly, the Commencement Date may be changed pursuant to a writing executed by the City
Manager or assignee, as necessary. This Agreement shall also cover any and all services provided
by the Consultant to the City prior to the execution of this Agreement or the commencement date.
The Term of the Agreement may be extended by a writing executed by the City Manager and City
Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent Consultant and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
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volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Consultant, if Consultant has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance. Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident, or to provide a
confirming letter that Worker's Compensation Insurance is not required for
Canadian employees, as applicable.
C. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
d. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or
claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Vendor in this agreement and shall
include, but not be limited to, claims involving security breach, system failure, data
recovery, business interruption, Cyber extortion, social engineering, infringement
of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to
or destruction of electronic information, release of private information, and
alteration of electronic information. The policy shall provide coverage for breach
response costs, regulatory fines and penalties as well as credit monitoring expenses.
C. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in fall force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
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provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Consultant shall supply City with a folly executed additional insured
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (t) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered; by reason of the -events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
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Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, docu rnents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant
without an obligation of confidentiality; (d)_is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
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This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terns of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for .all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
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No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
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This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Housing Division Manager
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
Avocette Technologies, Inc.
422 Sixth Street, 2"d Floor
New Westminster, BC V31, 3B2
Tel: 604.395.6000
Fax: 604.395.6004
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
C. This Agreement must be signed below and may be signed in counterpart and
delivered by fax, email as a PDF (Portable Document Format) file attachment, or
by other means that displays the original or a copy of the signatures. Any
subsequent amendments may be signed and delivered in the same manner.
(signatures on following page)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
(9b
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
/�
B' J"
Y
Ryan O. fiod
Assistant City Attorney
RECO&(MENDED FOR APPROVAL:
JACK ,IULLA
Chief echnology Innovations Officer
Info ation Technology Department
CITY OF SANTA ANA
-fiAl A- WL
Kristine Ridge
City Manager
CONSULTANT:
By: Darrel Drab
Title: VP Local Government
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EXHIBIT A
SERVICEPLUS SUPPORT SERVICES
Avoce+-e
rECHNOL,0GY 10GE1"HER
Exhibit : ServicePlus
City of Santa Ana
Operational Support Services Contract for Clariti
Deliver to:
City of Santa Ana
Attn: Jack Ciulla
Phone: 714.647.5381
E-mail: JCiulla@santa-ana.org
Response Contact:
Darrel Drab
Avocette Technologies Inc.
Phone: (250) 389-2993 (X229)
E-mail: Darrel.drab@avocette.com
2"d Floor —422 Sixth Street. New Westminster, BC V3L 3132
(604)395-6000
Head Office:
(604) 395-6004
Phone:
1-866-285-8885
Fax:
Toll Free:
ServicePlus Support Services Agreement Avoce+-Fe
Contents
ServicePlus Vendor Services Agreement..............................................................................................
ScheduleA Services: ..............................................................................................................................
ii
1 Terms of Contract.................................................................................................................................
ii
1.1 Vendor's Obligations.....................................................................................................................
ii
1.2 Client's Obligations......................................................................................................................
iii
1.3 Contract Price and Payment Terms.............................................................................................
iii
1.4 Termination..................................................................................................................................
iil
1.5 Non-Hire.......................................................................................................................................
iv
1.6 General.........................................................................................................................................
iv
1.7 Signatures....................................................................................................................................
iv
2 Schedule 'W' _ Basic.............................................................................................................................1
2.1 ServicePlus Basic Service...............................................................................................................1
2.2 Service Levels................................................................................................................................1
2.3 ServicePlus Service Levels.............................................................................................................2
2.4 Service Level Reporting.................................................................................................................3
2.4.1 Service Level Meetings...................................................................................................3
2.4.2 Service Level Report.......................................................................................................3
2.5 Service Delivery.............................................................................................................................4
2.6 Service Request Management......................................................................................................4
2.7 Incident Management...................................................................................................................4
2.8 Incident Management Process.....................................................................................................5
2.9 Request Management...................................................................................................................6
2.9.1 Request Management Process......................................................................................6
2.10 Approach to Maintaining Service Levels.......................................................................................8
2.11 Facilities and Equipment Requirements.......................................................................................8
2.12 Support Team........................................................................................................I............:......I...8
2.13 Additional Services......................................................................................................................10
AppendixA: Definitions...............................................................................................................................1
ServicePlus Support Services Agreement
Avoce++e
ServicePlus Vendor Services Agreement
Between Avocette Technologies Inc. (the
VENDOR)
at the following address:
2nd Floor —422 Sixth Street
New Westminster, BC
V3L 3B2
Phone: 604 395 6000
Phone Toll Free: 1 866 285 8885
City of Santa Ana
(the CLIENT)
at the following address:
20 Civic Center Plaza M42
Santa Ana, CA 94605
Phone: 510.544.2569
CLIENT AND THE VENDOR AGREE TO THE TERMS OF THIS DOCUMENT AND IN THE SCHEDULE
OUTLINE BELOW.
Schedule A Services:
ServicePlus Basic Service - Provide support and consulting services in support of the Client's Clariti system,
As Per Attached Schedule A.
Term:
From ARWA 9 (tentative based on Live Day)
To and including: June 30, 2026
READ TERMS ON THE FOLLOWING PAGES
1 Terms of Contract
1.1 Vendor's Obligations
1. The VENDOR will:
a) notwithstanding the date of execution and delivery of this agreement, provide the services (The
"Services") during the term (The "Term") at the contract price established in Schedule "A" in accordance
with this agreement;
b) supply all labour resources necessary to provide the Service outlined in Schedule "A';
c) upon request of CLIENT, fully inform CLIENT of the work done by the VENDOR nominee in connection
with the provision of the Services and permit CLIENT at all reasonable times to inspect, review and
copy all accounting records, findings, data, specifications, drawings, working papers, reports,
documents and material (collectively called the "Material) whether complete or otherwise that have
been produced received or acquired by the VENDOR nominee as a result of this agreement;
d) ensure that the VENDOR complies with the CLIENT's request that all time spent must be detailed in
the ServicePlus IT Service Management System along with a descriptor of the work carried out on a
daily basis;
e) comply with all applicable municipal, provincial/State and federal laws;
f) at all times maintain a standard of care, skill and diligence in performance of the Services exercised
and observed by persons engaged in the provision of services similar to the Services;
g) at all times treat as confidential all information or material supplied to or obtained by the VENDOR and
its nominees as a result of this agreement and will not permit the publication, release or disclosure of
the same without the prior written consent of CLIENT;
ServicePlus Support Services Agreement
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h) be an independent Contractor and not be the servant, employee or agent of CLIENT
i) ensure that all persons employed by it in connection with the provision of the Services are competent
to perform them, adequately trained, fully instructed and supervised;
j) ensure that all personnel hired by the VENDOR to provide the Services will be the employees or
subcontractors of the VENDOR and not of CLIENT.
1.2 Client's Obligations
2. CLIENT will:
a) make available to the VENDOR all available information considered by CLIENT to be pertinent to the
Services;
b) make available to the VENDOR such staff and subject matter experts for consultation as required to
ensure the VENDOR can meet their obligation to the CLIENT;
c) ensure that the Client Point -of -Contact is available to review and approve the completion of incident
resolution in a timely manner;
d) ensure that the Client Contract Manager is available to approve such Service Requests as may be
necessary for the VENDOR to fulfill its obligations under the contract;
e) ensure that staff are available to review and approve Service Requests in a timely manner;
1.3 Contract Price and Payment Terms
3. Contract Price and Payment Terms
a) Subject to the terms of this agreement the VENDOR will invoice the CLIENT for approved services as
outlined in Schedule "A". Fees will be calculated on the "Additional Hourly Service Request rate' on an
hourly basis as outlined in Schedule "A";
b) The VENDOR will submit written statements of account to CLIENT commencing no sooner than the
date set out in Schedule "A" as the "Billing Date' and thereafter as Specified in Schedule "A";
c) All pricing is in the currency of the CLIENT;
d) Preapproved expenses for travel and living if required will be invoiced at cost;
e) All invoices are payable net 45 days.
1.4 Termination
4. In the event of a substantial failure of a party to comply with the provisions of this agreement, it may be
terminated by the other party on thirty (30) days written notice.
5. CLIENT may, in its sole discretion, terminate this agreement on 30 days written notice and the payment
of funds required to be made pursuant to Section 8, will discharge CLIENT of all its liability to the
VENDOR under this agreement.
6. Where this agreement is terminated before 100% completion of the Services, CLIENT will, subject to
Section 7, pay to the VENDOR that portion of the Contract Price which is equal to the portion of the
Services completed.
ServicePlus Support Services Agreement AVOCe++e
1.5 Non -Hire
7. CLIENT agrees that during the term of this Agreement, and for the non -solicitation period of six months
thereafter, shall not, without the prior written consent of VENDOR, induce or attempt to influence,
directly or indirectly, an employee or subcontractor of VENDOR to leave the employ of VENDOR;
1.6 General
8. This agreement will be governed and construed in accordance with the laws of the State of California.
9. Time will be of the essence of this agreement.
10. Any notice required to be given hereunder will be delivered by hand or mailed by prepaid registered
mail to the address on this agreement or at such other address as either party may from time to time
designate by notice in writing to the other, and any such notice mailed will be deemed to be received
48 hours after mailing.
11. This agreement will be binding upon CLIENT and its assigns and the VENDOR, its successors and
permitted assigns.
12. A waiver of any provision or breach by the VENDOR of this agreement will be effective only if it is in
writing and signed by CLIENT and will not be deemed to be a waiver of any subsequent breach of the
same or any other provision of this agreement.
11 All materials provided to the VENDOR are to be treated confidentially.
14. The copyright for independent work produced prior to the start of this project and brought into this
project remains exclusively the copyright of the producing party, all other copyright in the Material will
belong to CLIENT.
15. The Schedules form an integral part of this agreement.
16.. No amendment or modification to this agreement will become effective unless the same will have been
reduced to writing and duly executed by the parties hereto.
17. This agreement, and any amendment made pursuant to Section 18, constitute the entire agreement
between the parties.
18. Sections 1(b), (c), and (e) of this Agreement will notwithstanding the expiration or earlier determination
of the Term, remain and continue in full force and effect.
1.7 Signatures
Avocette Technologies Inc. City of Santa Ana
Name: Darrel Drab Name:
Signed: ' k"Je
Title: VP Local Government
Date: May 31, 2021
Date:
iv
ServicePlus Support Services Agreement Avoce-f +e
Schedule "A" - Basic
ServicePlus level of Service selected: Basic
Monthly Service Fee: $5,092.50 ($292.50 Signature Capture)
Included Service Hours: 40
Additional Hourly Service Rate: $120.00/Hour (Additional hours over monthly service fee require client
authorization)
.1 ServicePlus Basic Service
Avocette's ServicePlus Basic service provides defined on -going support services aimed at maintaining a
stable Clariti environment.
ServicePlus Basic Service Desk hours: 8:30 — 17:00 PST Monday to Friday exclusive of Canadian
Statutory Holidays
The following service levels are included with ServicePlus Basic service to achieve the level of support
required for CLIENT's Clariti environment.
Service levels are divided into five priority levels and are monitored and measured against the service
level commitment as shown below. Avocette uses the following definitions to measure service levels:
• Acknowledge Request is an email from an Avocette representative that confirms that the
request has been received and a ticket number has been assigned in our service request
management system
• Incident Resolution Time is the time from when the incident is reported to the time a work
around or temporary solution has been implemented to address the specific incident.
• Incident Closure is the time from when the incident was reported to the time to hand over for
production deployment with a permanent correction for the incident. If the incident closure
requires an Clariti fix, the Incident Closure times will not apply and will require direct participation
of Clariti which Avocette will assist with.
ServicePlus Support Services Agreement
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Priority 1
Service Disruption for major
< 1 Hour
< 4 Hours
< 3
applications/systems and/or has major
phone call
Business
impact on business operations and/or
Acknowledgement
days
impacts external customers
required
Guideline — has significant business
impact.
Priority 2
Partial service disruption for major
< 2 Hour
< 4 Hours
< 5
application/system and/or service
Business
disruption for minor system and/or has
days
moderate impact on business operations
Guideline — affects business operation
for at least one department.
Priority 3
Minor service disruption impacting 1-2
< 1 Business day
.
users significantly and/or has minimal
<3
< 30
impact on business operations. Does not
Business
Business
affect service delivery to external clients.
days
days
Service Request may be raised for
Incident remediation and resolution
Priority 4
Minor Service disruption with
< 1 Business day
< 15
< 90
insignificant or no impact on business
operations
Business
Business
Workaround available
days
days
Guideline — Affects < 5people
Service Request may be raised for
incident remediation and resolution
Priority 5
Causes no service disruption with no
< 5 Business days
<
< 120
impact on business operations and does
impact service deliver to clients.
Business
Business
Additional work needed to perform some
days
days
functions.
Service Request may be raised for
incident remediation and resolution
Service Plus Support Services Agreement
Avoce+ + e
The above service levels are maintained providing there are hours remaining in the budget. If no hours
remain in the budget service levels will only be maintained with Client authorization and are dependent on
Avocette resource availability.
Exclusions (Service Levels are no longer in effect):
• A ticket is referred to Clariti as a product or SAAS issue
• A ticket relates to CLIENT network or system issues not covered.
In the event of an external disaster or disruption.
The following are required for Avocette to meet the above service levels:
• CLIENT will provide all required subscription, software and/or hardware licenses required to
support the application.
The support team will not be on -site at CLIENT's location and Avocette's support team will be
able to access the CLIENT network remotely using an SSTP VPN connection to access the
necessary application environments.
Service level reporting is a key means of communication between CLIENT and Avocette. It is a forum to
discuss the performance with respect to service levels, the accomplishments and challenges, and to have
open honest dialog about the service delivery and relationship. It also allows potential risks to be
discussed and addressed proactively. Service level reporting is provided through the Avocette service
manager and as agreed to by the CLIENT. Service level meetings are recommended to review the report
and to have dialog around the service delivery and support relationship.
2.4.1 Service Level Meetings
The following service level meetings will be conducted:
Weekly Prioritization meeting to review and rank incidents in priority.
• Monthly Planning meeting to assess service request planning, status, priority and actions.
• Annual Service Delivery review meeting to review the previous year and determine what
adjustments are required for the next year.
Attendees will include at least:
Avocette Service Delivery Manager
• CLIENT Contract Manager
Note: Actual time spent conducting and documenting service level meetings will be charged at the
contract rate.
Note: Avocette Weekly, Monthly, Quarterly and Annual meetings will occur via conference call
unless otherwise requested.
2.4.2 Service Level Report
The service level report is prepared weekly and monthly and will include the following information:
ServicePlus Support Services Agreement
Avoce++e
• An itemized list of all active requests/incidents annotated by Avocette ticket number in the current
month and previous month.
Hourly usage for each ticket in the current month, the previous month and overall.
• The status of each ticket as of the end of the period as well as any information that will assist both
CLIENT and VENDOR in resolving the ticket.
Service delivery is oriented around two specific processes:
1) Incident Management
a. The handling of Break Fix situations.
requests that involve software fixes.
2) Service Request Management
In CLIENT terminology this is the 'support' type of
a. The handling of any request that is not expected to result in a software fix. This includes
Maintenance, Enhancement and Operational (non -software related) requests. See
section 2.13 for a list of additional services available.
The following sections will outline all the elements involved in Service Delivery and also walk through the
expected workflow for both Incident Management and Request Management.
Avocette uses a Service Management system to record and track all incidents and service requests under
this contract. Once submitted, service request management application is used to support incidents and
requests, assign tasks to internal team members and track time spent on specific requests. The features
offered are:
• Application Change Management by logging and tracking requests, bugs, and enhancements by
application and client
• Cross-referencing of incident reports
• Time recording for activities and reporting on effort
• Root Cause capture
• Control of user access to ensure security and privacy
The service request management application is configured for each client and can be modified to
accommodate business related requirements for reporting.
The incident management process occurs when CLIENT has a request to fix a production problem with
your Clariti environment.
The goal of incident management is to:
Return to the normal service level as soon as possible with the smallest impact on the business
and user.
ServicePlus Support Services Agreement
Avoce++e
The process is triggered when the authorized CLIENT individual or group makes the request through:
E-mail to Avocette (for non -emergency items only)
• Phone call to Avocette (for emergency and high priority issues, phone is mandatory)
The following describes how Avocette will respond to an incident request. This process can be reviewed
and adjusted if necessary to meet CLIENT's specific needs. As noted previously, some incident may
require an Clariti fix and in those cases Avocette will support the reporting and communication with Clariti.
Figure 1: Procedure for Incident Management.
1.1
The CLIENT point -of -contact or Customer Service Center contacts the
CLIENT
Avocette Service Desk via toll -free telephone number or email address.
application
point -of -
contact
1.2
All contacts are acknowledged upon receipt. Acknowledgement can be
Avocette
through email or by phone. In the event an incident is submitted which in
Service Desk
the judgement of the service desk should be a level 1 or 2 incident (not
applicable for AS and WHEN) the service desk will acknowledge by
phone and recommend an upgrade of the incident priority.
1.3
Avocette Service Desk creates a ticket for the request, assigning the
Avocette
request to Avocette's primary support person and Service Delivery
Service Desk
Manager.
Automatic email notifications are generated and sent to the Avocette
Service Manager.
ServicePlus Support Services Agreement Avoce++e
1.4
If the request is a priority 1 or 2 (not applicable for AS and WHEN), the
Avocette
Avocette Service Desk speaks to the support resource and Service
Support
Delivery Manager directly to ensure the request is received in a timely
Team
manner (i.e., warm handover). CLIENT and Avocette's managers are
informed of priority 1 and priority 2 requests.
The Service Delivery Manager liaises with the primary resource to
coordinate a solution, and may approach service manager to assign
additional support team resources to recover and resolve the issue.
1.5
The support team works to recover the issue within the service levels.
Avocette
This may involve working directly with CLIENT staff to provide access to
Support
data, database logs, performance data, etc., in order to resolve the
Team
incident.
The support team promotes the fix to the CLIENT environment and
completes the necessary requests to migrate to production.
1.6a
If resolution of the issue provides recovery of the application, the Service
CLIENT
Delivery Manager will seek approval from CLIENT to close the request.
point -of -
contact
1.7
If resolution of the issue does not also provide recovery of the
Avocette
application, the support team will work to complete the long-term solution
Application
to the issue.
Support
Team
1.6b
Avocette obtains approval from the CLIENT point -of -contact to close the
CLIENT
request. The incident is only considered closed once it is successfully
point -of -
deployed to production and verified as being resolved by the CLIENT
contact
point -of -contact.
Avocette's request management services support the management of service requests. This includes
requests for maintenance, enhancements or other operational (non -software) requests. The goal of
Request Management is to keep track of all requests, allow prioritization of the requests, track time spent,
and report on the status of each request. Service request may be raised to address all Priority 3, 4 and 5
incident remediation and resolutions.
2.9.1 Request Management Process
The following describes how Avocette will respond to a service request.
ServicePlus Support Services Agreement Avoce++-e
Figure 2: Procedure for Maintenance, Enhancement and Operational Requests
1.1
The CLIENT point -of -contact creates the initial service request by
CLIENT
documenting the specific request and sending this to the Avocette's
application
Service Desk by sending an email. A template is used to document the
point -of -
Service Request.
contact
This will be logged if not already initiated as a service request and
assigned to the service delivery manager to assess.
1.2
The Service Delivery Manager will coordinate the team to assess the
Avocette
Service Request, complete the request with impacts and estimates, and
Support Team
return the service request to CLIENT for approval. The development of
the service request may involve collaboration between CLIENT and
Avocette to ensure the requirements are understood and impacts
accurately accounted for.
CLIENT will review and approve the Service Request.
CLIENT
1.3
The service delivery manager will then schedule the work to be
Avocette
completed based on the agreed timeline expectations in the service
Support Team
request.
1.4
The service request is executed and the deliverables provided to
Avocette
CLIENT.
Support
Team
1.5 CLIENT will review the deliverables and complete any necessary user CLIENT
acceptance testing before giving the approval to proceed to production or
accept the deliverable.
Service Requests must be approved and signed by the CLIENT Contract Manager and Avocette's Client
Manager before any work proceeds.
ServicePlus Support Services Agreement AVOce+-+-e
2.10Apprtaech to Maintaining Service revels
Avocette will assign qualified and cross trained resources to the support of the Supported Application
Components. The support team will include a primary and backup resource fully trained in the application
as well as the support procedures necessary to adhere to CLIENT standards. The Service Delivery
Manager will ensure that the backup resource is ready in the event that the primary resource is
unavailable for any reason. The primary goal is to ensure that service levels are maintained regardless of
the individual schedules of the support team.
In addition, the Avocette Service Desk is provided with primary and backup resource contact information
and will be kept informed when the primary resource is unavailable.
Cross training of the backup resources will be provided as part of initial transition to support and will occur
annually thereafter as a refresher.
Avocette will maintain a repository for information, materials and details pertaining to support of the
Supported Application Components (Knowledge Management). This will also include details on the
specific CLIENT policies and procedures that will apply to this support service.
The Service Delivery Manager will ensure that there is adequate coverage during any absences or
traditional vacation periods (Christmas Holidays) and will also communicate any upcoming absences to
CLIENT during the service level report meetings.
In the event of a disaster in the Avocette Offices, CLIENT will be notified immediately, provided direct
contact phone numbers for the support team, and support resources will work from home.
R
CLIENT is not required to provide any permanent desk or office space. However, Avocette may require
access to a drop in station at CLIENT from time to time during onsite visit's. Avocette resources will
require remote access into the CLIENT environment using a secure VPN or similar connection.
2.12 Support `fearer
Avocette's support team is comprised of the following roles and provides on -going operation support for
CLIENT's Clariti environment as follows:
CLIENT Contract Manager/Point of The CLIENT will assign a CLIENT Contract Manager/Point of
Contact Contact to be the primary contact for the Avocette Service
Delivery Manager. (Note that other roles may be assigned as
required)The CLIENT Contract manager/Point of Contact will:
1. Facilitate communications between Avocette and the
CLIENT to clarify incidentiservice request particulars (as
needed)
2. Facilitate communications between Avocette and other
CLIENT departments or technical areas in order to
diagnose and resolve the request
3. Arrange for User Acceptance Testing as required
4. Provide priorities and guidance to the Avocette support
ServicePlus Support Services Agreement Avoce++e
5. Complete resolution details in the support tracking system
and closing the ticket
6. Attend monthly service level meetings
7. The following additional responsibilities are primarily
related to Service Request Management:
8. Facilitate Authorization of work to proceed.
9. Manage communication with other application
stakeholders on implementation or significant changes
10. Facilitate approval of requirements and functional
specifications
Avocette Service Desk Support Analyst Avocette's Service Desk is staffed with Service Desk Support
Analysts who are responsible for receiving and acting upon
incidents reported by ServicePlus clients.
The Avocette Service Desk Support Analyst:
1. Responds to incidents from ServicePlus clients submitted
by email or phone.
2. Provides basic user support as required such as
password resets and other user support issues.
3. Based on the priority of the incident takes appropriate
action to respond to the incident by performing a warm
handoff.
4. Provides regular updates for high priority incidents.
- - - - ----- - -- - ---- - ---------- --
Avocette Account Manager An Avocette Account Manager is assigned to each
ServicePlus client and will be the person responsible for
ensuring Avocette meets its commitments under this contract.
The Client Account Manager is also responsible for approving
service requests on behalf of Avocette.
The Avocette Account Manager will:
1. Be responsible for Avocette's commitments under the
contract.
2. Be available when necessary to meet with the client to
address issues and concerns.
3. Approve Service Requests in a timely manner.
Service Delivery Manager A Service Delivery Manager is assigned to each ServicePlus
client and will be the primary contact for managing incident
resolution and service requests. Avocette always assigns a
backup Service Delivery Manager, typically the Subject Matter
Expert, to each account so that service disruptions are
avoided in the case of the primary service delivery manager
not being available.
The Service Delivery Manager will:
1. Be responsible for ensuring service levels are met for all
reporting incidents and communicating status of incident
resolution processes to stakeholders
2. Manage the delivery team and ensures support coverage
is in place to meet or exceed all service levels
3. Ensure proper communication to CLIENT regarding
release scope and expected delivery schedule and status
during the implementation process
ServicePlus Support Services Agreement AVOC2+"e
...._..---------------------------.____---------------- ------- ----------'-'--'-----
4. Provide estimates for Service Requests and work with the
CLIENT Contract Manager to set priorities
5. Work with the CLIENT Contract Manager to develop
release plans for Service Requests
6. Ensure all required authorizations have been provided
prior to initiating work or conducting migrations
7. Be responsible for adjusting the release processes if
necessary in order to improve quality, reliability,
timeliness or overall customer satisfaction with the
releases and documenting the revised processes
8. Ensure decisions, priorities and action items are properly
documented and communicated to the team members
9. Work with the CLIENT Contract Manager and the
Avocette Support Team to prioritize incident resolution
and closure
10. Conduct regular team meetings involving release scope,
scheduling and status
11. Reports regularly to the Avocette Account Manager
Subject Matter Experts I Business Analyst A primary and secondary Subject Matter Expert is assigned to
each ServicePlus client and is responsible for providing
analysis of and recommendations for resolving incidents and
providing analysis and design for service requests.
The Subject Matter Expert will:
1. Be responsible for understanding the business needs in
relation to the application
2. Gather requirements for enhancements or service
requests
3. Document both "as is" and "to be" to enable technical
team members to effectively configure the application
4. Liaise with CLIENT staff to understand and document
reporting requirements
5. Work with CLIENT to understand business problems in
relation to the application
6. Works with the Avocette Service Delivery Manager to
effectively timetable and deliver business analysis tasks
as part of releases or service requests
Database Administrator Avocette's core team also includes a Database Administrator.
The Database Administrator is not assigned to the team but is
available as and when needed.
Assigned resources may hold one or more roles described above
The following table provides a list of some of the services that are available.
10
ServicePlus Support Services Agreement
Avoce++-e
On-callland
support
ekend
rholidaysupportcan be
with 1
As and
when
required
NIA
N/A
$100.00 per 8
Hours of on
all support
After Hours
In the event where CLIENT
As and
NIA
N/A
$145.00/Hour
Callout
has made advance
when
arrangements for standby
required
service and a service request
is received outside of normal
business hours that requires
immediate response (i.e.
cannot wait until the next
business day) Avocette will
invoice for a minimum of four
(4) hours or the actual hours
worked, whichever is greater
Rollout Clariti
Implementation of annual
Once per
Clariti
80
Included
major release
major release in CLIENT's
year (if
application
within Service
environments
available)
environme
Request
• Includes testing of
nt version
Hours if
current configurations
level
available,
and functionality
maintained
additional
at 1
hours are
• Does not include
version
charged
implementation of new
behind
$125.00/Hour
functionality)
latest
available.
Rollout Clariti
Implementation of feature
Once each
Clariti
15
Included
feature pack
packs in CLIENT's
6 Month
application
within Service
environments
Period
environme
Request
• Includes testing of
nt feature
Hours if
current configurations
pack
available,
and functionality
version
additional
level
hours are
• Does not include
maintained
charged at
implementation of new
at least 2
$125.00/Hour
functionality)
behind
latest
available.
Rollout Clariti
Implementation of Clariti
As required
Critical
20
Included u
Hotfixes
patches in CLIENT's
by Clariti
hotfixes
within Service
environments
patch
(required
Request
• Includes testing of
releases
by
Hours if
current configurations
CLIENT's
available,
and functionality
current
additional
Clariti
hours are
version)
harged at
$125.00/Hour
11
ServicePlus Support Services Agreement
Avoce++e
• Does not include
implementation of new
functionality)
Enhancement
Service Request Hours draw
Recommen
N/A
As required
Included
s
down budget for
d that
within Service
enhancements to the Clariti
CLIENT
Request
configuration
allocate 30
Hours if
hours per
available,
month
additional
hours are
charged at
$125.00/Hour
12
ServicePlus Support Services Agreement AVOCe++e
Appendix Ar Definitions
The following definitions are used throughout this proposal
"Acknowledge Request" means an email from an Avocette representative that confirms that a request
has been received.
"Additional Support Services" means any additional work requested by CLIENT beyond the Base
Support Services.
"Additional Support Services Fees" means the monthly fee paid to the VENDOR for the delivery of
Additional Support Services.
"Approved Service Request" means a Service Request or a VENDOR Service Proposal for which the
proposal and budget estimate provided by VENDOR has been approved by CLIENT and VENDOR has
been instructed to proceed with delivery of the subject matter.
"Base Support Services Fee" means the monthly fee paid to the VENDOR for the delivery of Base
Support Services.
"CLIENT Point of Contact" means the person in CLIENT responsible for managing the contract and
approving all expenditures. This person is also the CLIENT reference of all administrative matters
associated with this contract.
"Contract Manager" means the Avocette Manager responsible for the delivery of Managed Services
across multiple clients. The Service Delivery Manager reports to the Contract Manager. The Contract
Manager is present at Monthly, Quarterly and Annual Service Level Review meetings with CLIENT.
"Customer Support Center (CSC)" means CLIENT's first level helpdesk service if used. The Customer
Support Center is responsible for declaring the initial priority of an Incident.
"Incident" means an event that degrades or disrupts the normal operation of the application that is
reported to the Service Desk and given a unique tracking number.
"Incident Resolution Time" means the time to complete the permanent corrective solution (resolve the
root cause).
"On -call Hours" means those hours beyond the Standard Business Day. On -call services are available
on request by CLIENT with one day's notice.
"Preapproved Expenses" means those expenses incurred by the VENDOR in the execution of this
contract including travel and living expenses as preapproved by the CLIENT.
"Priority" means the degree of impact that an incident has on CLIENT business areas and clients. The
priorities are graded from 1 through 5 and agreed response and resolution times are based on these
priorities in the form of a Service Level Agreement. The Priority definitions can be found in Section 2.2
Service Levels.
"Services" means Base Support Services and Additional Support Services.
"Service Desk" means the service desk operated by the VENDOR providing a single point of contact
and 2nd level support for all Services Incidents, and 1 sl level support for all Service Requests and
Approved Service Requests for In -Scope Servers and In -Scope Applications.
A-1
ServicePlus Support Services Agreement Avoce++e
"Service Delivery Manager" means the Avocette resource responsible for ensuring CLIENT service
levels are met and that CLIENT remains satisfied with the service being provided. The Service Delivery
Manager manages the support team, ensures adequate coverage is in place, provides communication to
CLIENT during incident recovery periods, and prepares the Service Level Reports. The Service Delivery
Manager is present at Monthly, Quarterly and Annual Service Level review meetings at CLIENT.
"Service Levels" means the operational performance required of, and guaranteed by, the VENDOR in
the delivery of the Services, as set out in Section 2.
"Service Management Reporting" means the design, generation and delivery by the VENDOR of
reports and reporting sufficient to meet CLIENT's operational management requirements for the Services.
"Service Request" means a formal request issued by CLIENT for maintenance (upgrades, preventative
maintenance) and enhancements.
Service Requests are developed by CLIENT and typically include the description of the requested
service, scope, expected deliverables and timeline expectations. Avocette will provide estimates for
Service Requests within 5 business days. All service requests are sent to the Avocette Service Desk and
given a unique tracking number.
"Standard Business Day" will be 7:00 a.m. to 5:00 p.m. Monday to Friday, not including Statutory
Holidays.
"Statutory Holidays" — In the United States means New Year's day, Martin Luther King day, Presidents
Day, Memorial day, Independence day, Columbus Day, Veteran's day, Thanksgiving day, Christmas day,
Christmas day holiday and in Canada means New Year's Day, Family Day (including Islander day, Louis
Riel day, Viola Desmond day), Good Friday, Easter Monday, Victoria Day, Canada Day, Civic holiday
(including AB, BC, SK, ON, NB, NU), Labour Day, Thanksgiving Day, Remembrance Day, Christmas
Day, and Boxing Day.
"Support Team" means the Avocette resources that are involved in the day to day support of the
Supported Application Components.
"Ticket" is a generic term for a unique tracking number that is generated by the Customer Service
Centre or Avocette's service request management application.
r A
EXHIBIT B
COST PROPOSAL
ServicePlus Support Services Agreement
Avoce++e
Exhibit a Cost Proposal
Deliverable
Deliverable
.
ServicePlus Basic (40 hours/month)
SP1
Term: GO Live — June 2023
$4,800.00/month
ServicePlus Basic (40 hours/month)
SP2-1
Term: July 2023 — June 2024
$4,800.00/month
SP2-2
Signature Capture Subscription*
$3,510.00/Year
ServicePlus Basic (40 hours/month)
SP3-1
Term: July 2024 — June 2025
$4,800.00/month
S133-2
Signature Capture Subscription*
$3,510.00/Year
ServicePlus Basic (40 hours/month)
SP4-1
Term: July 2025 — June 2026
$4,800.00/month
SP4-2
Signature Capture Subscription*
$3,510.00/Year
'Licensed Users (101-250 range) $18/user (195 user count)
A-3