HomeMy WebLinkAboutContract 42534 CITY SECRETARY
PIER Systems, Inc. a; 4
Customer Agreement COPMA(..1 1
(Annual Subscription)
This Customer Agreement is entered into this k date of' ObW4,;r 2011 ("Effective Date"), by and between PIER
Systems, Inc., a Washington corporation ("we," "our," "Provider," or"PIER"), and City of Fort Worth TX ("you"or"Customer")
and includes the Cover Page,the PIER General Terms, and Exhibits A-E, all of which are incorporated herein ("Agreement"). The
capitalized terms used in this Agreement, and in any Service Order issued pursuant to this Agreement, are defined in the PIER
General Terms,and shall have the meanings as referenced therein.
1. How This A reement Works
The Cover Page of this Agreement describes the Services you have ordered, and we have agreed to provide. To initiate
Services,you must sign this Agreement. Upon your request for additional Services or PIER Centers,we shall issue a Service Order,
which will become effective when we both parties sign the Service Order. When you sign this Agreement or a Service Order, you
are agreeing to be bound by the terms and conditions of this Agreement and any Service Order issued therein.
2. Description of Services
We will provide the following Services to you:
(a) Use of the PIER Platform for up to one 1 PIER Centers);
(b) Hosting, Upgrade and Support Services as described in Exhibit C;and
(c) Planning, Provisioning,Training,Consulting,and Response Services as described in Exhibit D.
3. Duration of the Subscription
You will have the authority to use the PIER Platform for a period of twenty four(24) months ("Service Period") from the
Launch Date. You may renew your subscription as described in the PIER General Terms.
4. Fees
You will pay the following fees for the Services:
(a) 24-month subscription fee in the amount of$27,867.30 invoiced on the date of final execution of this Agreement.
Customer shall pay such invoice within thirty(30)days of receipt of the invoice.
(b) Initial Planning, Provisioning, Training, Consulting, and Response Services(based on your use) approximately in
the amount of $7_,500, per the rates set forth in the Fee Schedule in Exhibit E and the attached Quote dated
6/6/2011 the " uote" , invoiced at month-end after services are performed. Any additional services beyond what
is listed in this Agreement will be issued in subsequent Services Agreements containing agreed upon Services and
fees.
(c) Variable fecs(based on your use) for phone calls, faxes, excess bandwidth and similar items, per the rates set forth
in the Fee Schedule in Exhibit E.
-SIGNATURE PAGE To FOLLOW-
OFFICIAL
CITY SECRETARY
FT. WORTH, TX
F l l,R S N ti l I NI S I N[ (J'S l( l l K .At I R I-I MI N I i � _ )�;� � � P,�
CUSTOMER PROVIDER
City of Fort Worth TX PIER Systems, Inc.
By. By. �-
Name: Name: e".) ,
Title: C. 1 InG 0t., Title:
Date: I 11 Date:
Address: -rotA SIT. Address: 1204 Railroad Avenue, Ste 200
S Z Bellingham, WA 98225
Tel: 1-7-Sl 1 Tel: (360)756-8081
Fax: Fax: (360)756-5264
City of Fort Worth
By*
Attested by,
Name: Tom Higgins
Y4,111\ Lt.
Title: City Manager
Marty Hendrix, ity secretary
Date: 1118111
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PIER GENERAL TERMS
These PIER General Terms are incorporated into and constitute a material part of the Agreement between Provider and Customer,
and any Service Orders issued hereunder.
Section 1. Definitions
"Acceptable Use Policy" means the Acceptable Use Policy "Proprietary Rights" means patents, copyrights,
attached as Exhibit B, which we may revise as provided in trademarks,trade secrets or other intellectual property rights.
Section 2.4. "Service Period" means the time period during which we
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"Confidential Information" means any nonpublic will host, upgrade and support the PIER Platform under this
information, whether of a technical, business or other nature Agreement as specified on the Cover Page of this Agreement.
that (a) is disclosed to, or otherwise received by the other
party in connection with this Agreement, and(b)the recipient Services„ means the services we provide under this
Agreement, which may Include but it not limited to
knows or has reason to know is confidential or proprietary
information of the other party or a third party. Confidential development, hosting, planning, provisioning,
implementation, support, training, consulting,. response
Information does not include any information that (i)was
known to the recipient before receiving the same from the services.
discloser; (ii)is independently developed by the recipient "Service Order”,means an order for additional Services in
without reliance on any Confidential Information of the the form provided by us. A Service Order is not effective
discloser; (iii)is acquired by the recipient from another until signed by both parties.
source without restriction as to use or disclosure; (iv)is or
becomes generally known to the.public through no fault or Section 2. Our�bli ations
action of the recipient; or (v) is required to be disclosed by 2.1 We will host and support the PIER Platform for' the
law, rule, regulation or court order. number of PIER Centers for which you have paid applicable
"Content" means data, information, images, text, graphics, fees.
video or other content. 2.2 Beginning on the Launch Date and during the rest of the
Service Period We will allow you and your authorized users
"Cover Page"means page one(1}of the Agreement. to use the PIER Platform for the number of PIER Centers for
"Customer Content" means Content that you upload to the which you have paid applicable fees.
PIER Platform or furnish to us for use in connection with this 2.3 We will use commercially reasonable efforts to provide
Agreement. the Services in a timely and professional manner.
"Documentation" means all user guides, operating 2,4 We will notify you in writing or by email of an changes
instructions and other documentation for use of the PIER y g
to the Acceptable Use Policy. We may change the
Platform. Acceptable Use Policy to meet legal requirements or
"Fee Schedule" means the fee schedule attached as requirements of our third-party service providers.
Exhibit E,which We may revise as provided in Section 5.1. 2.5 We will promptly respond to your q uestions or concerns
"Hosting, Upgrade and Support Services" means the about the Services.
hosting, upgrade and support Services we provide to you in Section 3. Your Obli ations
accordance with Exhibit C.
3.1 You will access and use the PIER Platform in
"Launch Date" means the date we provide the access codes accordance with the Documentation. You will not use the
that enable you to access the PIER Platform. PIER Platform to provide Services to third parties other than
"PIER Center" means a single dashboard and management to your clients in the ordinary course of your business.
interface for all communications including content creation 3.2 You will provide all equipment, software, networks,
and distribution, contacts and inquiries, controlling a single i nternet access and other items necessary to access the PIER
website(internal or external). Platform.
"PIER Platform" means our hosted proprietary web-based 3.3 You will be responsible for your users' compliance with
application for managing communications as further this Agreement, including the Acceptable Use Policy. We
described in attached Exhibit A. may restrict or deny access to any user who violates this
"PIanning, Provisioning, Training, Consulting, and Agreement, engages in any activity detrimental to us or our
Response Services" means the Services as described in service providers. or uses the PIER Platform in violation of
attached Exhibit D. applicable laws or in accordance with our policies and
procedures.
PII.:R S SII MS IN('('l:SIcl AI K A(JR1.1'.%11-NI !'M11, 3
3.4 You will be responsible for the security of passwords 5.3 We will invoice you according to the schedule on the
and access codes we issue to you and any activities that occur Cover Page of this Agreement or in a Service Order. If no
under such passwords and access codes. You will schedule is specified for a particular Service, then we will
immediately notify us in writing of any unauthorized use or invoice you on a monthly basis for Services performed in the
disclosure of such passwords or access codes. To the extent prior month. Unless otherwise specified on the Cover Page
permitted by law, You will be responsible for any and all of this Agreement or in a Service Order, each invoice will be
damages resulting from, or incident to, the unauthorized use due within 30 days after receipt.
or disclosure of such passwords or access codes. 5.4 If you fail to a an invoice when due the past y pay y , p due
3.5 You are responsible for the accuracy of the Customer amount will bear interest at 1% per month or the maximum
Content and ensuring that the Customer Content does not rate permitted by applicable usury law, whichever is less,
infringe or violate any Proprietary Rights. We will have the computed and compounded daily from the date due until the
right,but not the obligation,to remove any Customer Content date paid.
that we believe violates any applicable law or the rights of
others. 5.5 The fees do not include any sales,use or similar taxes or
other charges assessed or imposed by any governmental
3.6 You are responsible for compliance with all import and authority. You will not be liable for any taxes under this
export control laws and regulations. You must obtain at your Agreement.
sole cost and expense all import, export, and re-export 5.6 If you fail to a an amount when due we may suspend
approvals and licenses required for products, transfers, y pay y y p
services and technical data delivered and will retain the performance of any Services and/or restrict access to the
PIER Platform.
documentation evidencing compliance with those laws and
regulations. You may not sell, transfer, export or re-export 5.7 We have the right to assess a 3% processing fee on any
the PIER Platform, or any of our Services or technical data payment made pursuant to credit card.
for use in activities that involve the design, development, 5.S You will advise us In writing of the name and contact
production, use or stockpiling of nuclear, chemical or
biological weapons or missiles, nor use the PIER Platform, information for your designated PIER Center administrator
our Services or technical data in any facility that engages in and will notify us in writing of any changes to your PIER
activities relating to such weapons or missiles. In addition, Center administrator.
the PIER Platform, our Services or technical data may not be Section 6. Proprietary Rifts
used in connection with any activity involving nuclear fission 6.1 We retain ownership f all right, title and interest
or fusion, or any use or handling of any nuclear material. p r g
including all Proprietary Rights) in the PIER Platform,
Section 4. Changes , excluding the Customer Content. We will also own all
4.1 You may request that we provide additional Services software and other technology we develop under this
and/or PIER Centers. If we agree to provide such Services Agreement.
and/or PIER Centers, we will prepare and sign a Service 6.2 You will not authorize or encourage anyone to
Order listing the additional Services and/or PIER Centers you (a)reverse engineer, decompile or disassemble any source
requested from us. We will provide you with a copy of the code or otherwise attempt to discover any source code or
Services Order. The Service Order will become part of this trade secrets related to the PIER Platform; (b)modify or
Agreement when we sign it. The fees for such additional create derivative works based on the PIER Platform; or
Services or PIER Centers will be set forth in the Service (c)access or use the PIER Platform except as expressly
Order. permitted hereunder.
4.2 We may change the PIER Platform from time to time 6.3 You will not use any of our trademarks without our prior
provided that our changes do not significantly diminish any written approval. If we approve, you will use our trademarks
features or functions of the PIER Platform. solely to identify yourself as a user of the PIER Platform and
Section 5. Fees in accordance with our trademark use guidelines. We may
terminate your right to use any trademark if you violate this
5.1 You will pay the fees specified on the Cover Page of this Agreement or your use is detrimental to us.
Agreement and in any Service orders in accordance with
Exhibit E and the Quote. We may increase the subscription 6.4 You retain ownership of all right, title and interest in the
fees on an annual basis upon 30 days' notice by e-mail to Customer Content. You grant us a license to use, display,
PIER Center administrator, which increase will become publish, transmit and otherwise use the Customer Content to
effective at the time of renewal. For any other Services, we perform our obligations under this Agreement.
may increase our fees upon 30 days' notice by e-mail to site Section 7. Confidential Information
administrator.
The recipient will protect the Confidential Information of the
5.2 Unless otherwise agreed, you will reimburse us for all discloser against any unauthorized use or disclosure to the
reasonable travel and ether out-of-pocket expenses we incur same extent that the recipient protects its own Confidential
in the performance of the tiers ices. IntOrmation ot' a similar nature against unauthorized use or
disclosure, but will not use less than reasonable efforts. The
PH KSNsII MS IN(-CIS I(Al IRA(IRIIN1INI 1'.n014
recipient will use Confidential Information of the discloser notice was provided within 90 days from the Launch Date,
for the purposes for which it is provided by the discloser. you will have the right to terminate this Agreement and
The parties agree that this Section 7 will not prohibit (a)any receive a refund of all amounts you have paid. These are
use or disclosure that is necessary for the recipient's your sole remedies for breach of warranty under this
performance of its obligations under this Agreement; (b)any Agreement. These remedies shall not be available for any
use or disclosure required by applicable law; provided, that failure resulting from your misuse of the PIER Platform.
the recipient uses reasonable efforts to give the discloser 9.2 EXCEPT FOR THE REPRESENTATIONS STATED
reasonable advance notice thereof, or (c)any use or IN SECTION 9.1 AND EXHIBIT BIT C WE DO NOT MAKE
disclosure made with the prior written consent of the '
ANY OTHER REPRESENTATIONS OR WARRANTIES,
discloser. Recipient shall store and maintain Confidential
Information in a secure manner and shall not allow EXPRESS OR IMPLIED, WITH RESPECT TO ANY
unauthorized users to access, modify, delete, or otherwise ERROR, DEFECT, DEFICIENCY OR NONCOMPLIANCE
corrupt Confidential Information in any way. Recipient shall IN THE PIER PLATFORM, THE SERVICES OR.OTHER
notify discloser immediately if the security or integrity of any ITEMS FURNISHED BY OR ON BEHALF OF US UNDER
Confidential Information has been or is reasonably believed THIS AGREEMENT (INCLUDING, WITHOUT
to be compromised. LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
Section S. Term and Termination PURPOSE OR USE AND TITLE OR
8.1 The term of this Agreement begins on the Effective Date NONINFRINGEMENT). WE DO NOT WARRANT THAT
and continues for the Service Period unless sooner terminated THE SERVICES WILL BE ERROR-FREE, ALWAYS
as provided below. At the end of the initial Service Period, AVAILABLE, MEET YOUR REQUIREMENTS OR BE
this Agreement may be renewed for successive one-year COMPLETELY SECURE.
periods upon written consent of both parties..
8.2 You may terminate this Agreement by giving us at least Section 10. Limitations on Provider's Liabili
60 days' prior written notice of termination. However, such
termination will not relieve you from any payment 10.1 YOU AGREE TO RELEASE US AND OUR
obligations that would have accrued had you not terminated RESPECTIVE AFFILIATES FROM ANY AND ALL
this Agreement before the end of the 24-month Service CLAIMS, ACTIONS, LIABILITIES ARISING OUT OF US
Period. PROVIDING YOU ACCESS TO THE PIER PLATFOOM
8.3 During the Term, we may terminate this Agreement upon PURSUANT TO THIS AGREEMENT, OR ARISING OUT
at least 60 days'notice. If we terminate this Agreement under OF YOUR USE OF THE PIER PLATFORM OR ANY
this Section 8.3, we will refund you the unused portion of any SERVICES, UNLESS SUCH DAMAGE IS CAUSED BY
fees paid hereunder. OUR SOLE NEGLIGENCE OR INTENTIONAL
8.4 Either party may terminate this Agreement upon notice if MISCONCUCT.
the other party breaches this Agreement and fails to cure the
breach within 30 days after receipt of notice of the breach. 10.2 IN NO EVENT SHALL EITHER PARTY BE
8.5 Upon termination of this Agreement you will no longer LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,OR CONSEQUENTIAL DAMAGES OF ANY KIND
have access to the PIER Platform, we will have no obligation RESULTING FROM LOSS OF USE DATA OR PROFITS
to provide any further Services, and each party will return to '
the other all Confidential Information of the other party in its OR ARISING OUT OF THIS AGREEMENT OR USE OF
control or possession. THE PIER PLATFORM, IRRESPECTIVE OF WHETHER
THAT PARTY MAY HAVE BEEN NOTIFIED THAT
8.6 Upon termination of this Agreement we will destroy or SUCH DAMAGES WERE FORESEEABLE OR LIKELY,
erase all Customer Content unless you sign and submit a AND IRRESPECTIVE OF THE CAUSE OF ACTION OR
Service Order for archival Services within 10 business days THEORY UPON WHICH LIABILITY FOR SUCH
after the effective date of termination. If you submit such a DAMAGES MIGHT BE ALLEGED INCLUDING BUT
Service Order, we will archive your PIER Center for the '
period specified in the Service Order; provided, that you NOT LIMITED TO INFRINGEMENT, NEGLIGENCE
timely pay us for such Services. ACTIVE OR PASSIVE) OR OTHER TORT, BREACH OF
CONTRACT, BREACH OF DUTY OR WARRANTY
Section 9. Warranty and Disclaimer (EXPRESS OR IMPLIED), PRODUCT LIABILITY,
STRICT LIABILITY, OR OTHERWISE WHETHER AT
9.1 If the PIER Platform fails to operate substantially in LAW, IN EQUITY, OR OTHERWISE.
accordance with its intended purpose during the Service
Period, and you provide us with written notice of such non-
compliance, we will use commercially reasonable efforts to 10.3 EXCEPT IN THE F VF NT OF DAMAGES TO
correct the PIER Platform. If we cannot correct the PIFR PR[�PF.RTN' OR PF:RSt)NAI. 1N.11JRY CA1JSF.D BY US.
Platform within 30 days of the date of your notice, and your 01-JR. I.lABII.1TY FOR ANN' AND AI.I. ['I.AIMS
PH'.K SYS f F�:MS IN('('( S-MMF.K MIRI F�MI N F PAGI 5
ARISING OUT OF OR IN CONNECTION WITH THIS 11.7 This Agreement (including the attached or
AGREEMENT WILL NOT EXCEED, IN THE referenced Exhibits) constitutes the entire agreement, and
AGGREGATE, THE FEES ACTUALLY PAID BY YOU supersedes any and all prior agreements, between us and you
TO US UNDER THIS AGREEMENT. with respect to the subject matter hereof. No amendment,
10.4 We will not be liable for any delay or failure as a modification or waiver of any provision of this Agreement
result of any cause beyond our reasonable control, including,
will be valid unless set forth in a written instrument signed by
the art to be bound thereb
without limitation, fire, explosion, earthquake, storm, flood, p y y.
wind or the elements; court order; act or delay or failure to
act by any civil, military or other governmental authority;
riot, insurrection, sabotage or war; unavailability of required
equipment, supplies, goods, utilities, services or items to be
provided by any third party; or any act, delay or failure to act
by you or any third party.
10.5 Deleted
Section 11. Miscellaneous
11.1 Each party will comply with all applicable laws,
rules, regulations, orders and other requirements, now or
hereafter in effect, of governmental authorities having
jurisdiction in connection with its activities under this
Agreement.
11.2 Each party is an independent contractor and not a
partner or agent of the other. We are in the business of
developing and hosting applications for others, and we will
have the right to provide to third parties services that are the
same or similar to the Services.
11.3 Unless otherwise set forth in the Agreement, any
notices permitted or required under this Agreement will be in
writing and given in person or by courier, mailed by
registered mail (return receipt requested and postage
prepaid), or transmitted by facsimile (with confirmation) at
the respective address or facsimile number on the Cover Page
of this Agreement (or a substituted address or facsimile
number a party may inform the other of by notice hereunder).
Notice will be deemed effective upon the earlier of(a)actual
delivery to the party; (b) five days after the date the notice
was postmarked within the United States; or (c)receipt by
facsimile transmission with confirmation. All notices given
by facsimile will be immediately followed by delivery in
person or mailed by first-class mail.
11.4 If any provision of this Agreement is held by a court
to be illegal, invalid or unenforceable, the rest of this
Agreement will be legal, valid and enforceable to the fullest
extent possible.
11.5 You will not assign this Agreement or any of your
rights under this Agreement, directly, by operation of law or
otherwise, without our prior written consent. We may assign
this Agreement to any of our affiliates or any company that
acquires a majority of our assets without your consent;
however, we shall provide you with thirty (30) days written
notice of any such assignment. Subject to the foregoing, this
Agreement will be fully binding on and be enforceable by the
parties and their respective successors and assigns. Any
assignment in violation of this Section 11.5 will be void.
11.6 This Agreement "III be governed by the la"s cif the
Mate of -1-eras, without retcrente to its rules relating to
choice cif law to the contrary.
NIl•R SYS I I NIS Iti['[VS l t All K A(IRI-.I-.Ml.N I PA(Il.0
EXHIBIT A
DESCRIPTION OF PIER PLATFORM
The Public Information and Emergency Response (PIER) Platform is a web-based communications control system that
integrates document creation and management, contact management, inquiry management, notification, surveys and
conference room chat. The PIER Platform includes the following features: (1)accessible by web-browser with individualized
system permissions for each user or guest users, (2)password encryption and secure access via SSL protocol, (3) logging of
system activity by all users with reporting options,and(4)logging of activity related to specific documents and inquiries.
PIER SYSTI'MS IN('('(IS 10MI'R AOR I".FM F NI_ PAO1:7
EXHIBIT B
ACCEPTABLE USE POLICY
The Services may only be used for lawful purposes. You agree to comply with this Acceptable Use Policy("AUP") and all
applicable laws and regulations. Uses of the Services in violation of this AUP or any applicable law or regulation are
prohibited and shall constitute a material breach of the Agreement and may result in termination of the Agreement and your
right to use the Services.
1. Improper uses of the Services include,but are not limited to:
a) Attempting to accomplish any unlawful purpose, including but not limited to storing, sending, or
disseminating any material by uploading, posting, email or other means ("Transmission") that is in
violation of any local, state, or federal law or regulation,that is libelous, obscene,threatening,defamatory,
which infringes upon the intellectual property rights of another,or which constitutes or encourages conduct
constituting a criminal offense or gives rise to civil liability;
b) Transmission of any material which a reasonable person could deem to be objectionable, offensive,
indecent, pornographic, harassing, threatening, or otherwise inappropriate, whether or not Transmission of
the material is unlawful;
c) Transmission of any material that you do not have a right to make available under any law or under any
contractual or fiduciary relationship (such as inside information, proprietary and Confidential Information
learned or disclosed as part of employment relationships or under a non-disclosure agreements);
d} Transmission of any material that infringes any patent, trademark, trade secret, copyright or other
proprietary rights of any party;
e) Transmission of any material that contains software viruses or any computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software or hardware or
telecommunications equipment or which impedes others' ability to use the Services;
f) Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a
person or entity,.and/or forging headers or otherwise manipulating identifiers in order to disguise the origin
of any material transmitted through the Services;
g) Transmission of unsolicited commercial email or the collection of responses from unsolicited messages;
h) Transmission of chain letters;
i) Attempting to probe,scan or test the vulnerability of a system or network in any form;
j) Using any method to breach security or authentication measures;
k) Engaging in hacking, denial of service attacks,malicious or destructive behavior in any form.
2. We shall have the right, but not the duty, to deny or disable any PIER Center, which in our discretion, is found to
contain pornographic or obscene material or material that violates the terms of this AUP.
3. The PIER Platform may not be accessed, tither directly or indirectly, by any country embargoed by the U.S., or is
considered by the U.S. as a supporter of international terrorism without proper authorization from the U.S. government.
(Cuba, Iran, North Korea, Sudan,and Syria).
f'IF-A SYS INS INC CUSTOMER A(iRET:MI: T PAGI;8
EXHIBIT C
HOSTING, UPGRADE,AND SUPPORT SERVICES
A. Definitions
1) "Allowable Data Transfer"means the amount of data that can be transferred per month without
additional transfer fees.
2) "Downtime" means any programming, equipment or network event resulting in an outage during which
you cannot pass traffic through a PIER Center for a period in excess of thirty(30)minutes.
3) "File Storage Space" means the total amount of data files in GB that can be uploaded onto the PIER
Platform.
4) "Latency"means the measurement taken as roundtrip times between core routers within the PIER facilities
and other points chosen by PIER Systems.
B. Hostin
1) Data Transfer. We will host operation of the PIER Platform on servers allowing a data transfer capability
of loo Mbps. Every PIER Center visitor request entails a transfer of data over the internet. All data
transfer incurs a fee for bandwidth usage. As part of the on-going hosting fee, we provide the following
specific bandwidth allowances for your data transfer.
Allowable Data Transfer: 200 GB data transfer per month
We will assess a fee to you for data transfer beyond the Allowable Data Transfer of$2.50 per GB per
PIER Center,or the current published rate.
2) Storage. The Customer's "File Storage Space" is the total amount in CB of the uploaded Customer
Content. Any file uploaded by the Customer is included in this amount. As part of the on-going hosting
fee,we provide the following file storage allowances:
File Storage Space: Up to 10 GB
We will assess a fee to you for file storage amount beyond the File Storage Space of$5.00 per GB per
month.
3) Service Levels. We will provide the following service levels:
a. Downtime: The unscheduled Downtime will not exceed 1.1 hours per month.
b. Latency: The Latency will not exceed 120 milliseconds round trip time between any two points
within our network.
C. Packet Loss: The packet loss between any two points of our network will not exceed one percent
(1%).
d. Security: We shall use encrypted transfer of passwords, usernames and other sensitise data. We
will make cc�mmcrciallti reasonable efforts to protect program and data access through utilisation of 5S1.
1'11:12 SYSTEMS INC(IIS]()MFR nGRE-1:MFNI 11AGI:9
certificates, which allows encrypted transmission of sensitive data, along with assurance that the data is
being sent to the correct destination. The PIER data center has comprehensive physical security systems
and that back-up servers are in a geographically different Iocation.
C. In the event that we do not meet the above service levels, we will credit you one day's hosting fee
(per 24 hour period) as the sole and exclusive remedy for an incident arising out of, or relating to, this
Section 3.
C. Upgrades
We will continue to make upgrades to the PIER Platform and will notify your designated PIER Center
administrator in advance of all upgrade-related outages.
D. Su ort
1} For each current PIER Center subscription (excludes drill & exercise centers), we provide access to help
files, videos, downloads and to periodic web-based training and conferences. The support shall include
both Standard Support and Emergency Support as defined below.
"Standard Support"includes b hours of help desk support by email or phone during regular business hours
(M-F 8:00 AM to 5:00 PM PST,excluding holidays).
"Emergency Support" is available 24171365. If requested during an emergency, PIER help desk support
will make best efforts to post or distribute information through the PIER Center as directed by a user. The
identity fora PIER. Center user will be verified with a user name and account detail and requested support
will only match the user's permissions level. PIER. shall not be responsible for any errors, omissions, or
improperly distributed documents or files. You remain liable for any incurred usage charges.
2) To access PIER Platform,you will need a modern operating system with Internet Access. We will only
support the two most recent versions of Firefox and Internet Explorer. For all platforms, you must enable
Cookies, JavaScript and CSS. For visitors to a PIER Platform external site, we will support the two most
recent versions of Firefox, Internet Explorer, Safari and Opera.
3} If we discover or are notified by you that you are experiencing a problem with the performance of the
hosting capacity or the PIER Platform, we will take all commercially reasonable actions necessary to
determine the source of the performance problem and to effect repairs. We will be available 24/7/365 for
notification from you of performance problems. As soon as reasonably possible in the event of Downtime
or a performance problem(and no later than two (2) hours after its awareness of the event), we will notify
by phone, pager or e-mail the designated PIER Center administrator, but will not be required to notify
anyone other than the designated PIER Center administrator. At the time of notification,we will provide a
best estimate of time needed to effect repairs.
I'I I-A SYS-I FMS INi'UI IS I OM I:R A(;I2 VT I:N V PAG : 10
EXHIBIT D
PLANNING, PROVISIONING,TRAINING,CONSULTING,AND RESPONSE SERVICES
A. PIanning
During the provisioning, we will communicate with you to determine the necessary elements and capabilities for
your PIER Center. We will work with you to ensure that the project vision meets your goals and needs.
B. Provisioning
We will launch, setup, and rollout the PIER Center. The provisioning will include the graphic design, and the
addition of content to the PIER Center.
C. Training
We will provide training in-person or over the web, depending on your preference. The training sessions are
typically up to four(4) hours, and cover the inquiry management, document management, notification,media tools,
and reporting. An advanced training is also available for PIER Center administrators.
D. Consulting
We will provide consulting to address any of your specific concerns and issues. Consulting may entail activity such
as helping you to modify your crisis plans to include the PIER Platform, and writing Emergency Preparedness
Information Annexes.
E. Crisis Response and Support
We will provide communications,guidance,and operational support of the PIER Platform for clients requesting our
assistance to respond to a crisis. For regional emergencies, customers will be supported on a first come—first serve
basis.
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EXHIBIT E
FEE SCHEDULE
The following fees are rates for additional Services you may request above and beyond what is stated in this Agreement, and
fees for Services that are based on your usage throughout the term of this Agreement, e.g. SMS Text Messaging, or phone
notifications. Rates are subject to change.
FEES FOR SERVICES
Imp]ementation/Planning Consultation: $250/hour
Translate identified business objectives into functionality and design requirements
Client Consultation: $250/hour
Consultation for crisis planning/documentation
Provisioning services: $150/hour
Translate design requirements into PIER Center
Crisis Response and Support: $3501hour
Training: $200/hour
Group training,on-site or web-based
JIC training: $2oolhour
Virtual Joint Information Center training
Drill or Exercise attendance: $200lhour
Custom Programming: $2501hour
Travel Time: $75/hour
USAGE FEES
Video Feed Setup$5,000 One-time fee per event.
Video Data Transfer $1.00 per GB.
Fax Messages: $0.12 per minute for faxes distributed through the PIER Platform.
Phone: $0.24 per minute for phone calls made through the PIER Platform.
Call packages available.
SMS Text Messaging: $0.04 each for SMS text messaging made through the PIER Platform.
Call packages available.
Archive: Annual storage fee of$250.
Additional I)ata 'I ransfers: $2.50 per GB per P 1 f:R Ccntcr
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Additional File Storage $5.00 per GB per month
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