HomeMy WebLinkAboutItem 05 Eugene, Springfield, University of Oregon Superion Software IGA AGENDA ITEM SUMMARY Meeting Date:
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S P R I N G F I E L D C I T Y C O U N C I L Council Goals:
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STATEMENT:
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DISCUSSION/ FINANCIAL
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First Amendment and Restatement of
Intergovernmental Agreement – Superion Hosting Operations and Maintenance Page 1 of 10
First Amendment and Restatement of Intergovernmental Agreement – Superion, formerly known as SunGard Hosting
Operations and Maintenance
BETWEEN: University of Oregon (“University”)
AND: The City of Springfield (Springfield), a municipal corporation of the state of
Oregon (hereinafter "Springfield")
AND: The City of Eugene (Eugene), a municipal corporation of the state of Oregon (hereinafter "Eugene")
RECITALS
A. ORS 190.010, and ORS 352.138(2), provide that units of local government and public
Universities may enter into agreements for the performance of any and all functions and activities that any party to the agreement, its officers, or agents have the authority to perform.
B. On June 22, 2016, Eugene and Springfield entered into an Intergovernmental
Agreement for SunGard now known as Superion, Hosting Operations and Maintenance
(“Original Agreement”).
C. At this time, the Parties desire to amend the terms of the Original Agreement as set forth in this First Amendment to Intergovernmental Agreement for Superion Hosting
Operations and Maintenance (“First Amendment”) to add University as a Party to the
Original Agreement and modify the Original Agreement accordingly.
D. The Original Agreement and this First Amendment will be collectively referred to as the “Agreement”.
E. Eugene, Springfield, and University are each a “Party” and collectively “Parties”.
F. On November 5, 2012, Eugene entered into a Software License and Services
Agreement with Superion Public Sector Inc. ("Superion") for public safety software to
replace the multi- jurisdictional AIRS system ("the Superion Contract"). A copy of the Superion Contract is attached hereto as Exhibit A. Eugene entered into the Superion Contract with the intent of having the Superion operating system be a hosted system
with Eugene as the host and Springfield as the hostee.
G. On November 5, 2012, Springfield entered into an agreement with Superion whereby
Springfield acknowledged the terms and conditions of the Agency Access Agreement Supplement. The "Agency Access Agreement Supplement" explicitly grants Eugene permission to allow Springfield access to all Superion applications that are licensed to
Eugene. The Agency Access Agreement Supplement states Springfield's access will
terminate if the Superion Contract terminates and that Eugene is, and shall remain,
solely responsible for the obligations contained in the Superion Contract.—A copy of the November 5 agreement is included in Exhibit A at page 78.
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H. On ____, University and Superion have entered in to a “University Access Agreement Supplement” granting Eugene permission to allow University access to all Superion
applications licensed under the Superion Contract. The University Access Agreement
Supplement is attached as Exhibit G and incorporated herein.
I. Also on November 5, 2012, Eugene entered into a Software Maintenance Agreement with Superion for Superion's provision of maintenance of and enhancement to the system provided pursuant to the Superion Contract ("the Superion Maintenance
Contract"). A copy of the Superion Maintenance Contract is attached hereto as Exhibit
B. Eugene entered into the Superion Maintenance Contract with the intent of having the
shared Superion system maintained for the mutual benefit of both Eugene and Springfield and to allow either city to purchase single- city, non-shared enhancements/modules to the shared Superion system.
J. Eugene also entered into the Superion Contract with the intent of serving as the host
agency for the shared Superion system and having Springfield serve as a hostee with
access to the system as defined herein. Eugene, Springfield, and University recognize that as the host agency, Eugene will perform certain ongoing hosting and operations services ("Ongoing Hosting and Operations"), some of which will benefit Eugene,
Springfield, and University and some of which will benefit only one of the individual
parties. The parties will share the costs, in the manner provided for in this Agreement.
K. Eugene has entered into other contracts with the express purpose of enabling and implementing the software, hardware and services purchased pursuant to the Superion Contract and Superion Maintenance Contract. For example, on November 5, 2012,
Eugene entered into a Master Services Agreement with Stratus Technologies ("the
Stratus Contract"). A copy of the Stratus Contract is attached hereto as Exhibit C. Like
the Superion Contract, Eugene entered into the Stratus Contract to obtain support services necessary for the proper function of the system shared by Eugene, Springfield, and University.
L. The Superion system contains criminal justice information, individually identifiable
health information, and other sensitive information, and as such, is subject to certain
security controls and requirements, including but not limited to, The Criminal Justice Information Services ("CJIS") Security Policy, the Health Insurance Portability and Accountability Act ("HIPAA") and other agency policies. Springfield, Eugene, and
University recognize that because they will have access to the Superion system and the
information contained therein, all parties will be subject to certain security controls and
requirements that will affect how the Ongoing Maintenance and Operations services will be provided and conducted.
M. Springfield, Eugene, and University recognize that additional costs will be incurred for
purchasing, maintaining, repairing, and replacing infrastructure required for the hosting
of the public safety servers, including but not limited to firewalls, switches, and network
pathways ("Ongoing Maintenance"). The parties intend to share those costs in the manner provided for in this Agreement.
N. Springfield and Eugene worked together to implement the Superion Project. During the
implementation and installation period of the Superion system staff administered the
contracts with Superion, Stratus and other contracting parties; designed and determined
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Intergovernmental Agreement – Superion Hosting Operations and Maintenance Page 3 of 10
system configuration; performed testing of system components; ensured proper installation and functionality of the Superion system, designed and built supporting
applications and interfaces and reporting databases; engineered system connectivity for
Springfield by providing secure encrypted connections to the Superion system. Some of
these implementation phase services benefited solely one city and some benefited both. The parties agree to share the costs of the installation and implementation services described in this recital pursuant to Exhibit D as attached to this Agreement.
O. Springfield, Eugene and University desire to enter into this Intergovernmental
Agreement ("Agreement") to set forth each Parties’ financial, staff support and other
responsibilities related to the ongoing purchasing requirements, and servicing of the shared Superion system.
P. Springfield, Eugene, and University recognize that this is not a traditional hosting
relationship and have developed administrative document(s) that set forth in more detail
the costing and operating procedures for the Superion, formerly known as, Superion
system. Project and personnel costs for items including, but not limited to, implementation costs and services, Superion software, hosting operations, hardware reserves and contingency funding have been agreed to by the Parties and are attached
and incorporated in this Agreement as Exhibits D, E and F. The Parties have also
developed a Service Level Agreement and Operating Agreement, which is attached and
incorporated into this Agreement as Exhibit F. The purpose of the Service Level Agreement and Operating Agreement includes, but is not limited to, a shared decision-making process, regulatory compliance and ongoing service prioritization.
Q. The Parties agree that should additional agencies join the Superion system and their
inclusion creates a revenue stream then the Parties will share in the revenue and the
shared costs will be adjusted accordingly.
AGREEMENT
In consideration of the above Recitals which are incorporated in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which is acknowledged, the
Parties agree as follows:
1. Definitions
1.1. Non-Shared Hardware: Hardware devices and all associated maintenance,
services, licensing and warrantees that are intended for exclusive use by either
Eugene, Springfield, or University including but not limited to Trimble Placer Gold GPS Bundles, Datalogic Magellan 1100i and MagTek MiniWedge Swipe Reader or any city-specific devices hosted in PSJ.net (shared public safety network hosted by
Eugene).
1.2. Non-Shared Services: Services performed by Superion or another contracting party intended for exclusive use by either Eugene, Springfield, or University, including but not limited to training and project management for RMS modules
used exclusively by one party such as Internal Affairs (Springfield), Property and
Evidence (Springfield and University) and Crime Analysis Plus (Eugene).
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1.3. Non-Shared Software: Software and associated annual support that is intended for exclusive use by Eugene, Springfield, or University, including but not limited to
the annual maintenance cost for RMS modules used exclusively by one party as
well as custom interfaces.
1.4. Ongoing Hosting and Operations: Services that Eugene provides and/or performs, that include, but are not limited to, hosting, monitoring, maintaining,
operating, repairing and updating the Superion System; overseeing installation and
testing of new programs and system interfaces; services required for the hosting of
the servers including, installation and maintenance of shared infrastructure, 24/7/365 help desk services for urgent and critical system issues impacting the network or core services (software and services): management and tracking of
support cases and issues.
1.5. Ongoing Maintenance: Costs that will be incurred for purchasing, maintaining, repairing, and replacing infrastructure required for the hosting of the public safety servers at Central Lane Communications Center, including but not limited to
firewalls, switches, and network pathways.
1.6. Shared Hardware: Hardware devices and all associated maintenance, licensing services and warrantees that are intended for use by Eugene, Springfield, and University including but not limited to existing production server(s), dedicated
servers for reporting and licensing/services described in the Pay Agency section of
the Superion Software License and Services Agreement or purchased by Eugene
for the Superion Implementation Project. 1.7. Shared Services: Services provided by Superion or another party with whom
Eugene has contracted with for the public safety information environment, including
but not limited to hourly rates and travel expenses for Superion project
management services relating to shared software modules and Superion CAD and RMS System Administration trainings, services described in the Pay Agency section of the Superion Software License and Services Agreement and installation
of a second SAN disk array by Stratus Technologies technicians.
1.8. Shared Software: Software purchased for use by both Eugene, Springfield, and University and the associated annual maintenance cost, including but not limited to Superion's base RMS and CAD modules.
2. Eugene agrees to:
2.1. Manage the Contracts. For the terms of the contracts, manage the Superion Contract, Superion Maintenance Contract, Stratus Contract and associated
contracts entered into by Eugene for the Superion Project.
2.2. Invoice Springfield
2.2.1. Twenty-eight percent (28%) of the Shared Software, Shared Hardware, Ongoing Maintenance and Shared Services costs Eugene incurs under the Superion Maintenance Contract as stated in Exhibit E and
F of this Agreement.
2.2.2. The costs for Ongoing Hosting and Operations Services that are
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provided or performed that benefit Springfield as determined by multiplying the Eugene Network Analyst Rate by University's estimated hours to
perform its own hosting as stated in Exhibit E and F of this Agreement.
2.2.3. Invoice Springfield for 100% of costs Eugene incurs for Ongoing
Maintenance, Non-Shared Hardware, Non-Shared Software and Non-Shared Services that are intended for the exclusive use of Springfield. 2.2.4. For any cost above and beyond Ongoing Hosting and Operations
Services, Eugene will Provide Springfield with invoices that clearly identify
the costs (date of service, number of hours billed in half hour segments at
the hourly rate identified in Exhibit D and E) and full description services provided (whether performed by Eugene staff (including name and title of Eugene staff) or third party contractors), and the items requiring payment
from Springfield Invoices will be sent to AP@Springfield-or.gov and shall
be, whenever possible, the invoices from Eugene's contractors and
subcontractors with annotations by Eugene that clearly identify those items requiring payment from Springfield. 2.3. Invoice University
2.3.1. Twelve percent (12%) of the Shared Software, Shared Hardware,
Ongoing Maintenance and Shared Services costs Eugene incurs under the
Superion Maintenance Contract as stated in Exhibit E and F of this Agreement. 2.3.2. The costs for Ongoing Hosting and Operations Services that are
provided or performed that benefit Springfield as determined by multiplying
the Eugene Network Analyst Rate by Springfield's estimated hours to
perform its own hosting as stated in Exhibit E and F of this Agreement. 2.3.3. Invoice University for 100% of costs Eugene incurs for Ongoing Maintenance, Non-Shared Hardware, Non-Shared Software and Non-
Shared Services that are intended for the exclusive use of University.
2.3.4. For any cost above and beyond Ongoing Hosting and Operations
Services, Eugene will provide University with invoices that clearly identify the costs (date of service, number of hours billed in half hour segments at the hourly rate identified in Exhibit D and E) and full description of the
services provided (whether performed by Eugene staff (including name and
title of Eugene staff) or third party contractors), and the items requiring
payment from University Invoices will be sent to AP@uoregon.edu and shall be, whenever possible, the invoices from Eugene's contractors and subcontractors with annotations by Eugene that clearly identify those items
requiring payment from University.
2.4. Pay 2.4.1. Sixty Percent (60%) of the costs for the lifecycle replacement of all Shared Hardware as stated in Exhibit F of this Agreement.
2.4.2. Sixty Percent (60%) of the Shared Software, Shared Hardware,
Share Services costs Eugene incurs under the Superion Maintenance
Contract as stated in Exhibits E and F of this Agreement. 2.4.3. One Hundred Percent (100%) of the costs for Ongoing Maintenance, Ongoing Hosting and Operations Services, Non-Shared
Hardware, Non-Shared Software and Non-Shared Services that are
provided or performed that benefit only Eugene according to Exhibit E and
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F of this Agreement.
3. Springfield Agrees to:
3.1. Pay 3.1.1. The implementation costs up to June 30, 2015 as stated in Exhibit D of this Agreement.
3.1.2. 28% of the Shared Software, Shared Hardware, Ongoing
Maintenance and Shared Services costs Eugene incurs under the Superion
Maintenance Contract as stated in Exhibits E and F of this Agreement. 3.1.3. Springfield agrees to 50% of costs for Ongoing Maintenance, Ongoing Hosting and Operations Services for Shared Software modules
used by only University and Springfield.
3.1.4. Springfield agrees to 33% of costs for Ongoing Maintenance for
Shared Software modules used only by Eugene and Springfield. 3.1.5. The costs for Ongoing Hosting and Operations Services that are provided or performed as stated in Paragraph 2.2.2 and Exhibits E and F of
this Agreement.
3.1.6. 100% of the costs for Ongoing Maintenance, Ongoing Hosting and
Operations Services, Non-Shared Hardware, Non-Shared Software and Non-Shared Services that are provided or performed that benefit only Springfield according to Exhibit E and F of this Agreement.
3.1.7. Springfield shall make payment to Eugene within 15 days of
receiving Eugene's invoice.
4. University Agrees to:
4.1. Pay
4.1.1. 100% of the implementation and initial licensing costs charged by
Superion, formerly known as Superion, resulting from University Access Agreement Supplement attached as Exhibit G. 4.1.2. 12% of the Shared Software, Shared Hardware, Ongoing
Maintenance and Shared Services costs Eugene incurs under the Superion
Maintenance Contract as stated in Exhibits E and F of this Agreement.
4.1.3. University agrees to 50% of costs for Ongoing Maintenance, Ongoing Hosting and Operations Services for Shared Software modules
used by only University and Springfield. University agrees to 17% of costs
for Ongoing Maintenance, Ongoing Hosting and Operations Services for
Shared Software modules used by only University and Eugene. 4.1.4. 100% of the costs for Ongoing Maintenance, Ongoing Hosting and Operations Services, Non-Shared Hardware, Non-Shared Software and
Non-Shared Services that are provided or performed that benefit only
University according to Exhibit E and F of this Agreement.
4.1.5. 12% of the FY17 hardware costs as computed in Eugene invoice ISD-00264. Eugene will give a credit to Springfield on the next invoice cycle.
4.1.6. University shall make payment to Eugene within 15 days of
receiving Eugene's invoice.
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All Parties Agree:
5. Joint Governance and Decision Making. The parties agree to make decisions regarding
the Ongoing Hosting and Operations services for the Superion system consistent with the Superion Contract, Superion Maintenance Contract, Stratus Contract and Exhibit's D, E and F of this Agreement.
6. Total Shared Costs for Superion Software Maintenance. The annual Superion
Maintenance Contract costs started in November of 2013 and will continue each contract year thereafter. The total shared costs limits set forth in this paragraph does not apply to the shared costs for Ongoing Maintenance or for Ongoing Hosting and Operations
services.
6.1. Eugene's share of the Superion Implementation and Maintenance costs from inception to June 30, 2015 are maintained by Information Services Division (ISD). 6.2. Springfield's share of the Superion Implementation and Maintenance costs from
inception to June 30, 2015 are as stated on Exhibit D.
6.3. For July 1, 2015 - June 30, 2016 Springfield's total shared costs for Superion
Software Maintenance will not exceed $63,291. See Exhibit E. 6.4. From July 1, 2016 and going forward Springfield's total shared costs for Superion Software Maintenance will not increase by more than 5% per year in accordance
with Exhibit A Superion Contract unless host agency indicates the increase is not
needed. The actual amount billed to Springfield will be based upon the actual
amount billed to Eugene and shared cost distribution updated on an annual basis, not to exceed the 5% annual increase cap. See Exhibit E.
7. Total Annual Shared Costs for Ongoing Maintenance, Ongoing Hosting, and
Operations.
7.1. Eugene's share of the Superion Ongoing Maintenance, Ongoing Hosting, and Operations costs from inception to June 30, 2015 are maintained by Information
Services Division (ISD).
7.2. Springfield's share of the Superion Implementation costs from inception to June
30, 2015 are as stated in Exhibit D. 7.3. For July 1, 2015 - June 30, 2016 Springfield's total shared costs for Ongoing Maintenance and Ongoing Hosting and Operations services will not exceed
$64,938 in accordance with Exhibit E.
7.4. Beginning July 1, 2018 onward, Springfield's total shared costs shall be 50% of
the FY18 costs plus the current Consumer Price Index for the Pacific area. and shall not increase each year by more than the Consumer Price Index for the Pacific area unless mutually consented to by the Parties
7.5. Beginning July 1, 2018 onward, University total shared costs shall be 50% of the
FY18 costs charged to Springfield plus the current Consumer Price Index for the
Pacific area and shall not increase each year by more than the Consumer Price Index for the Pacific area unless mutually consented to by the Parties
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8. Fire/EMS Dispatch Services Contract. The Parties agree that the neither Springfield nor University will be charged for the Superion services that are included in the annual
Dispatch Contract.
9. Agreement Administration. Each party designates the following as its representative for purposes of administering this contract. Either party may change its designated representative by giving written notice to the other as provided in paragraph 15 of this
Agreement.
Springfield: Brandt Melick
Information Technology Director
225 5th Street
Springfield, OR 97477 bmelick@springfield-or.gov
Eugene:
Kris Dalmolin Information Services Division Director
100 West 10th Ave., Suite 450
Eugene, OR 97401
University:
Kevin McGlinchey
Finance and Administration Shared Services
Associate Director for Information Technology 1276 University Of Oregon Eugene OR 97403-1276
10. Records/Inspection. Each Party shall maintain records of its costs and expenses under
this Agreement for a period of not less than three full fiscal years following any Party’s termination of this Agreement. Upon reasonable advance notice, each party or its authorized representatives may from time to time inspect, audit, and make copies of
another Party's records.
11. Records Disclosure. Subject to the Oregon public records laws, no Party will disclose anther Party’s records to a third party without express written permission of the Party that originated that record. Furthermore, University will not disclose records originated by
Eugene or Springfield to University staff outside of University’s police department without
express written permission of the Party that originated that record.
12. Indemnification. To the extent allowed by the Oregon Constitution and the Oregon Revised Statutes, and subject to the limitations of the Oregon Tort Claims Act, each of the
parties hereto agrees to defend, indemnify, and save the other harmless from any claims,
liability or damages including attorney fees arising out of any error, omission or act of
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negligence on the part of the indemnifying party, its officers, agents, or employees in the performance of this Agreement.
13. Status. In providing the services specified in this Agreement (and any associated
services) each Party is a public body and maintains that public body status as specified in ORS 30.260. Each Party understands and acknowledges that each retains all immunities and privileges granted them by the Oregon Tort Claims Act (ORS 30.260 through 30.295)
and any and all other statutory rights granted as a result of their status as local public
bodies or instrumentalities of the State of Oregon.
14. Workers Compensation Insurance. Each party is a subject employer that will comply with ORS656.017.
15. Assignment. No Party shall assign this contract in whole or in part, or any right or
obligation hereunder, without the other Parties’ written approval. 16. Compliance With Laws. Each party shall comply with all applicable federal, state, and
local laws, rules, ordinances, and regulations at all times.
17. Notices. Any notices permitted or required by this contract shall be deemed given when personally delivered or upon deposit in the United State mail, postage fully prepaid, certified, return receipt requested, addressed to the representative designated in
paragraph 9. Each party may change its address by notice given to the other Parties in
accordance with this paragraph.
18. Integration. This Agreement embodies the entire agreement of the parties. There are no promises, terms, conditions or obligations other than these contained herein. This contact
shall supersede all prior communications, representations or agreements, either oral or
written, between the parties. This Agreement shall not be amended except in writing,
signed by both parties. 19. Interpretation. This Agreement shall be governed by and interpreted in accordance with
the laws of the state of Oregon.
20. Amendment. This Agreement may be amended by mutual agreement of the parties. All amendments shall be in writing and signed by the City Managers from both Eugene and Springfield, and a duty authorized representative of University.
21. Term. This Agreement shall be effective upon the signature of all Parties and shall
continue in effect for a minimum of one full fiscal year, and continue thereafter until June 30, 2020 unless earlier terminated by mutual agreement or in accordance with paragraph 20 of this Agreement.
22. Termination. Any party may terminate its inclusion in this Agreement for any reason by
giving the other Parties notice of termination six months prior to the termination date. In the event of termination, the terminating party will be entitled to a proportional refund only if a refund is directly provided by a contractor or subcontractor pursuant to the Superion
Contract, Superion Maintenance Contract, Stratus Contract or other contract executed for
purposes of the Superion Implementation Project or Ongoing Maintenance.
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23. Access to Data. Upon termination, cancellation or non-renewal of this Agreement, the
terminating Party will deliver to the non-terminating Parties and/or continue to make
available all applications, the non-terminating Parties’ property and data for the non-
terminating Parties’ download and/or retrieval for a minimum of six months after the termination or expiration of this Agreement in order to assist the non-terminating Parties in transitioning data either to itself or third party. Data transfer methodology will be at the
non-terminating Parties’ sole discretion.
[SIGNATURES FOLLOW ON NEXT PAGE]
Eugene
Springfield
By: _____________________________ By: _____________________________
Name:
_____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
Date _____________________________ Date
_____________________________
University
By: _____________________________
Name:
_____________________________
Title: _____________________________
Date
_____________________________
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