Harris School Solutions Maintenance Agreement Renewal

AID 1665485 · View on Simbli

Agenda Item

b. Harris Schools Solutions Applications Support and Maintenance Agreement Renewal (Not to exceed $101,207)

Summary: Presented by: Ms. Monika Davis, Chief Information Officer, Division of Information and Instructional Technology
Request: It is requested that the Board of Education approve the purchase of applications support and maintenance fees from Harris School Solutions, Inc. at a cost not to exceed $101,207.

This is a one-year agreement.
Why: To provide support and maintenance for our legacy Enterprise Resource Planning System (TERMS/CrossPointe) and ACA (AptaFund Affordable Care Act). The Division of Information and Instructional Technology is responsible for the technical support and programming operations for Harris School Solutions. Finance, Human Resources, and Plant Services Departments are responsible for the data and workflow operations.
Details: The annual maintenance provides the DeKalb County School District with scheduled upgrades, software modifications mandated by changes in State and Federal reporting demands we are faced with each year. This agreement provides customized programming services for the Harris School Solutions Online Application that includes Finance, Human Resources Management, Warehouse software, and the graphical user interface (GUI). Since the acquisition of CrossPointe, Harris School Solutions has provided exceptional customer service and support for our legacy system. We will need to maintain this maintenance service as we transition to the new ERP system to ensure business continuity.


Pursuant to Board of Education Policy DJE, the purchase of services from Harris Solutions does not require a competitive bid because it meets the policy definition of a single source. Harris Solutions provides support for the district's legacy ERP system, CrossPointe.
Financial impact: $101,207
General Fund
Charge code: 100.2800.530000.00011.7600.9990.0308.070.0000
Contact: Ms. Monika Davis, Chief Information Officer, Division of Information and Instructional Technology, 678.676.1274
Effective: Upon Board Approval
Status: Approved by General Counsel
                     SUPPORT AND MAINTENANCE AGREEMENT

               THIS AGREEMENT made as of the 1st day of July, 2024.

BETWEEN:

                             N. HARRIS COMPUTER CORPORATION
                             (“Harris School Solutions”) with a business address of Attn:
                             Executive Vice President, 6602 Calhoun Memorial Hwy., Suite
                             200, Easley, SC 29640


                             - And -


                             DEKALB COUNTY SCHOL DISTRICT, Stone Mountain,
                             Georgia
                             (“Organization”)


       RECITALS

1.     Harris has licensed to Organization certain Software pursuant to a Software License
       Agreement;

2.     The Organization wishes to receive support and maintenance services related to the
       Software;

3.     Harris shall provide the support and maintenance services related to the Software.

       NOW THEREFORE, in consideration of the mutual covenants set out in this support
and maintenance agreement (the “Support and Maintenance Agreement”) and for other good and
valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties
agree as follows:

1.     Unless otherwise defined herein, all defined terms used herein shall have the meaning
       ascribed to them in the Software License Agreement (the “License Agreement”).

2.     This Support and Maintenance Agreement is the exclusive statement of the entire support
       and maintenance agreement between Harris and Organization.

3.     Harris shall provide software support primarily via telephone and electronic mail in
       addition to site visits only when necessary. The support services will be provided only
       during the hours of operation as described in Exhibit 1 hereto and which are in effect as
       of the Start Date (as defined below), as such services may, at Harris’s sole discretion, be
       modified or supplemented from time to time. To enable Harris to provide effective
       support, the Organization will establish auto remote access procedures compatible with
       Harris’s then current practices which may be revised over time.
                                                   -1-
4.   In consideration for the support services specified in Exhibit 1, Organization shall pay the
     “Support and Maintenance Fee”. The Support and Maintenance Fee will be billed
     annually in advance of the then current term. If the Organization would like to match the
     annual invoicing of the Support and Maintenance Fee to its fiscal year or any other period
     it may request, during the initial term of this Support and Maintenance Agreement, that
     Harris issue a prorated invoice for the portion of the year remaining during the initial
     term. Harris may change the Support and Maintenance Fee from time to time in relation
     to each renewal term.

5.   In addition to the Support and Maintenance Fee, Organization shall reimburse Harris for
     its direct expenses in providing support services (“Billable Fees”) pursuant to this
     Support and Maintenance Agreement which include as of the Start Date:

            (1) its direct travel expenses which are excluded from the total fees amount
            including, hotel, airfare, car rental, tolls, meal per diem of $65.00 per day,
            parking and airline and travel agent fees;(2) And, when personal transportation is
            used, a mileage charge based on the current Internal Revenue Service
            recommended rate per mile,

     Harris may update its reimbursement policies and rates related to the Billable Fees from
     time to time, in which case such updated policies shall apply for purposes of this Support
     and Maintenance Agreement, provided that such updated reimbursement policies must
     generally apply to all clients of Harris.

6.   All Updates of the Software and all those services listed in Exhibit 1 which are included
     as part of Organization’s Software support will be made available to Organization at no
     additional charge other than the payment of the Support and Maintenance Fee.

7.   All payments hereunder shall be in U.S. dollars

8.    The term of this Agreement shall commence on the Start Date. As required by O.C.G.A
     § 20-2-506, this Agreement shall terminate absolutely and without further obligation on
     the part of the School District at the close of the calendar year in which it was executed
     and at the close of each succeeding calendar year for which it may be renewed, but shall
     be automatically renewed for each subsequent calendar year during the term unless
     terminated by either party upon giving to the other not less than 60 days’ notice in writing
     prior to the end of the initial term or any subsequent anniversary of such date.
     Organization shall pay the then prevailing Support and Maintenance Fee in advance for
     each term of the Support and Maintenance Agreement and where the notice of non-
     renewal has not been provided in accordance with these terms, the Organization is
     obliged to pay the Support and Maintenance Fee for the then applicable term. Harris
     shall neither refund any Support and Maintenance Fees nor any Billable Fees if this
     Support and Maintenance Agreement is terminated. Organization acknowledges that if
     this Support and Maintenance Agreement is terminated, then it will not be eligible to
     receive the benefits of this Support and Maintenance Agreement including the right to
     Releases or to access the source code in escrow upon the occurrence of any Event of
     Default.
                                                 -2-
9.    Title to and ownership of all proprietary rights in the Releases and all related proprietary
      information supplied by Harris in providing the services pursuant to this Support and
      Maintenance Agreement shall at all times remain with Harris, and Organization shall
      acquire no proprietary rights by virtue of this Support and Maintenance Agreement.

10.   Harris shall have the right to terminate this Support and Maintenance Agreement
      immediately if:

      (a)    Organization attempts to assign this Support and Maintenance Agreement or any
             of its rights hereunder, or undergoes a Reorganization, without complying with
             the License Agreement; or

      (b)    Organization has not paid an invoice within ninety (90) days of the start of a
             renewal term.

11.   Unless otherwise agreed to by the parties, all notices required hereunder shall be made in
      accordance with the provisions of the License Agreement.

12.   Either party’s lack of enforcement of any provision in this Support and Maintenance
      Agreement in the event of a breach by the other shall not be construed to be a waiver of
      any such provision and the non-breaching party may elect to enforce any such provision
      in the event of any repeated or continuing breach by the other.

13.   The parties agree that the terms and conditions contained herein shall prevail
      notwithstanding any variations on any orders, e-mails or other correspondence submitted
      by Organization.

14.   The particular provisions of this Support and Maintenance Agreement shall be deemed
      confidential in nature and neither Organization nor Harris shall divulge any of its
      provisions as set forth herein to any third party except as may be required by law.

15.   (a)    Termination of this Support and Maintenance Agreement shall not affect any right
             of action of either party arising from anything which was done or not done, as the
             case may be, prior to the termination taking effect.

      (b)    The Organization and Harris recognize that circumstances may arise entitling the
             Organization to damages for breach or other fault on the part of Harris arising
             from this Support and Maintenance Agreement. The parties agree that in all such
             circumstances the Organization’s remedies and Harris’s liabilities will be limited
             as set forth below and that these provisions will survive notwithstanding the
             termination or other discharge of the obligations of the parties under this Support
             and Maintenance Agreement.

      (c)    FOR BREACH OR DEFAULT BY HARRIS OR OTHERWISE IN
             CONNECTION   WITH  THIS  SUPPORT  AND   MAINTENANCE
             AGREEMENT, REGARDLESS OF THE NATURE OF THE CAUSE OF
             ACTION WHETHER IN CONTRACT OR IN TORT, INCLUDING

                                                  -3-
             FUNDAMENTAL BREACH OR NEGLIGENCE OR STRICT LIABILITY,
             THE ORGANIZATION’S EXCLUSIVE REMEDY, IN ADDITION TO
             ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED FROM
             THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE
             AGREEMENT, SHALL BE (1) ACCESS TO THE ESCROWED SOURCE
             CODE IN ACCORDANCE WITH SCHEDULE “A” AND (2) PAYMENT BY
             HARRIS OF THE ORGANIZATION’S DIRECT DAMAGES TO A
             MAXIMUM AMOUNT EQUAL TO, AND HARRIS SHALL IN NO EVENT
             BE LIABLE IN EXCESS OF, THE AMOUNT OF FEES ACTUALLY PAID BY
             THE ORGANIZATION TO HARRIS UNDER THIS SUPPORT AND
             MAINTENANCE AGREEMENT DURING THE THEN-CURRENT TERM
             (NOT TO EXCEED 12 MONTHS) OF THE SUPPORT AND MAINTENANCE
             AGREEMENT UP TO AND INCLUDING THE DATE OF TERMINATION,
             EXCLUDING COSTS AND EXPENSES (INCLUDING REASONABLE
             ATTORNEY’S FEES) INCURRED BY THE ORGANIZATION IN
             CONNECTION WITH OBTAINING A COPY OF THE SOURCE CODE IN
             ACCORDANCE WITH THE ESCROW AGREEMENT BETWEEN THE
             PARTIES WHICH SHALL BE REIMBURSED BY HARRIS IF AN EVENT OF
             DEFAULT OCCURS.

             IN NO EVENT SHALL ANY DAMAGES INCLUDE, NOR SHALL HARRIS
             BE LIABLE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
             DAMAGES EVEN IF HARRIS HAS BEEN ADVISED OF THE POSSIBILITY
             THEREOF.    WITHOUT LIMITING THE GENERALITY OF THE
             FOREGOING, HARRIS SHALL NOT BE LIABLE FOR LOST PROFITS,
             LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED
             SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND,
             OR FOR ANY CLAIM WHATSOEVER AGAINST THE ORGANIZATION
             BY ANY OTHER PARTY.

17.   The parties hereby confirm that the waivers and disclaimers of liability, releases from
      liability, limitations and apportionments of liability, and exclusive remedy provisions
      expressed throughout this Support and Maintenance Agreement shall apply even in the
      event of default, negligence (in whole or in part), strict liability or breach of contract of
      the person released or whose liability is waived, disclaimed, limited, apportioned or fixed
      by such remedy provision, and shall extend to such person’s affiliates and to its
      shareholders, directors, officers, employees and affiliates.

18.   Where remedies are expressly afforded by this Support and Maintenance Agreement,
      such remedies are intended by the parties to be the sole and exclusive remedies of the
      Organization for liabilities of the Harris arising out of or in connection with this Support
      and Maintenance Agreement, notwithstanding any remedy otherwise available at law or
      in equity.

19.   This Agreement shall be governed by the laws of the state of Georgia in accordance with
      Georgia state law O.C.G.A. § 50-21-1 and the federal laws of the United States of
      America applicable therein. Any legal action taken by either party arising out of this
                                                   -4-
      Agreement shall be filed in a court of competent jurisdiction in Georgia courts pursuant
      to O.C.G.A. § 50-15-1.

20.   This Support and Maintenance Agreement may not be assigned by the Organization
      unless, concurrently with any such assignment, the Organization assigns its rights under,
      and complies with the provisions of the License Agreement.

21.   This Support and Maintenance Agreement shall be binding upon the successors and
      assigns of the parties and ensure to the benefit of the successors and permitted assigns of
      the parties.

22.   The invalidity or unenforceability of any provision or covenant contained in this Support
      and Maintenance Agreement shall not affect the validity or enforceability of any other
      provision or covenant herein contained and any such invalid provision or covenant shall
      be deemed to be severable.

23.   This Support and Maintenance Agreement may be executed in counterparts (whether by
      facsimile signature or in PDF format via e-mail or otherwise), each of which when so
      executed shall constitute an original and all of which together shall constitute one and the
      same agreement.




                                                  -5-
             IN WITNESS WHEREOF, the Parties have executed this Support and
Maintenance Agreement to be effective as of the date first written above.



                                    N. HARRIS COMPUTER CORPORATION


                                      Per:


                                             Name: Ben M. Childs
                                             Title: Executive Vice President



                                    DEKALB COUNTY SCHOOL DISTRICT

                                      Per:

                                             Name:
                                             Title:




                                       -6-
                                      Exhibit 1
            Standard Support and Maintenance Services – Standard Guidelines


The purpose of this Exhibit 1 is to provide our customers with information on our standard
coverage, the services which are included as part of your annual software support, a listing of
call priorities, an outline of our escalation procedures and other important details.

Harris reserves the right to make modifications to this document as required; provided, however,
Harris shall not reduce the scope of support provided hereunder without the prior written consent
of the Organization.

The services listed below are services that are included as part of your software support.

      Functional troubleshooting & issue resolution on Harris applications code not including
       customer modified changes to software in production.
     E-mail support call logging and notification
     Standard base software releases and updates
       - Defect corrections (as warranted)
       - Planned enhancements to legacy application
       - State and/or Federal mandated changes
       - Payroll regulated changes
       - Release notes
       - Updated documentation as available
   Limited training questions (15 minute guideline)

Helpdesk Hours

Our standard hours of support are from 9:00 AM EST to 5:00 p.m. EST, Monday to Friday,
excluding designated statutory holidays.

Response Times

Response times will vary and are dependant on the priority of the call. We do our best to ensure
that we deal with incoming calls in the order that they are received, however calls will be
escalated based on the urgency of the issue reported. Our response time guidelines are as
follows:

Priority 1: 1 - 4 hours

Priority 2: 1 - 8 hours

Priority 3: 1 - 24 hours
Call Priorities

In an effort to assign our resources to incoming calls as effectively as possible, we have
identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support staff
to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3
is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as
follows:


    Priority 1 – High

   System Down (all users unable to use software)
   Incorrect calculation errors impacting a majority of records
   Program errors without workarounds
   Performance issues of severe nature impacting critical processes

    Priority 2 - Medium
   Calculation errors impacting a minority of records
   Reports calculations issues
   System errors/issues that have workarounds
   Printer-related issues (related to interfaces with Harris software and not the printer itself)
   Performance issues not impacting critical processes
   Security issues
   Usability issues


    Priority 3 - Low

   Report formatting issues
   Training questions, how to, or implementing new processes
   Aesthetic issues
   Issues with workarounds for large majority of accounts
   Questions on documentation


Call Process

All support issues or questions reported to Harris are tracked via a support call; Harris support analysts
cannot provide assistance unless a support call is logged. The current process for logging calls is
outlined below.

A support call must be placed through one of the following methods:

 IssueTrak at http://support.edrterms.com/login.asp
 Email to: TERMS_support@harriscomputer.com
 Phone to: 321.282.7032 option 1
Customer call must contain the following information: School District name, contact person, software
product & version, module and/or menu selection, nature of issue, detailed description of the question or
issue.

Harris IssueTrak or the Support Coordinator, for those Customers who email and/or telephone for
support, will provide the Customer with a Call ID to track the issue and the Customer call will be logged
into our support tracking database.

The Customer’s call will be routed to the appropriate analyst for resolution.

As the Harris support analyst assigned to the call investigates the issue, the Customer will be contacted
and advised as to where the issue stands and the course of action that will be taken for resolution. If the
Harris support analyst requires additional information, the Customer will be contacted by the assigned
Harris support analyst to supply the information required.

All correspondence and actions associated with the Customer call will be tracked against the call in
Harris’ support database. At any time, the Customer may log onto IssueTrak to see the status of the call.

Once the Customer issue has been resolved, the Customer will receive an automated notification by
email that the call has been closed. This email will contain the entire event history of the call from the
time the call was created leading up to the resolution of the call. The Customer also has the option of
viewing both open and closed calls on-line through IssueTrak.

Escalation Process

Our escalation process is defined below. This process has been put in place to ensure that issues
are being dealt with appropriately. If at any time you are not completely satisfied with the
resolution of your issue, you are encouraged to escalate with the support department as follows:

Level 1:       Contact the support representative working on your issue

Level 2:       Contact the support supervisor or group lead

Level 3:       Contact the director of support

Level 4:       Contact the Vice President of Support for Harris School Financial Solutions

Level 5:       Contact the Executive Vice President of Harris School Financial Solutions
Holiday Schedule

Please note that our US offices will be closed on designated days as outlined below. In instances
where the Statutory Holiday falls on a weekend, Harris offices will be closed on either the
preceding Friday or following Monday. Office closures will be posted on IssueTrak.
New Year's Day                        Closed
President’s Day                       Closed
Memorial Day                          Closed
Independence Day                      Closed
Labor Day                             Closed
Columbus Day                          Closed
Thanksgiving Day                      Closed
Day after Thanksgiving                Closed
Christmas Day                         Closed
Day after Christmas Day               Closed


Billable Support Services

The services listed below are services that are out of scope of your support and maintenance
agreement and are therefore considered billable services.


      Extended telephone training
      Forms/Reports redesign or creation
      Setup & changes to handheld interface or creation of new interface
      Setup of new services or changes to services
      File imports/exports
      Interfaces to other applications
      Setting up test areas, database refreshes, backups, restores
      Setup of new printers, printer setup changes (if available)
      Custom modifications (reports, forms, software customizations)
      Reversal of custom code
      Data conversions/global modification to setup table data
      Integrity issues due to database updates by non-Harris personnel
      Hardware & Operating System support
      Installations/re-installations (workstations, servers)
      “On Call” after hours support (scheduled assistance for installations, upgrades & other
       special projects, may include charges depending on the scope of work)


Connection Methods

To ensure we can effectively support our clients, we require that a communication link is
established and maintained between our two sites. It is the client’s responsibility to ensure the
connection is valid at your location so that we can connect to your site and resolve any issues.
Our supported methods of connection are: Web Ex, VPN, Remote Desktop Connection.

Current Hourly Rates

The following are Harris’ current hourly rates from July 1, 2024 to June 30, 2025.
  - Emergency, Remote After-Hours Support $442.00 Per Hour
  - Emergency, On-site After-Hours Support $1,075.00 Flat Fee Plus $215.00 per Hour
  - On-site Training and Consulting- Full Day $1,775.00 Per Day Plus Travel
  - On-site Training and Consulting- Half Day $1,065.00 Per Day Plus Travel
  - Online Training and Consulting                   $240.00 Per Hour, 2 Hour Minimum
  - Programming Charges                              $240.00 Per Hour


Confidentiality

During the course of this Agreement, either party may have or may be provided access to the
other’s proprietary items or confidential information (“Confidential Information”). Except
as may be otherwise required by law, each party agrees to maintain the confidentiality of the
other’s Confidential Information in accordance with this provision and any separate
nondisclosure agreement that expressly references the disclosure(s) between the Customer
and Harris. At a minimum, each party agrees that, except as otherwise required by law, it
shall not make the other’s Confidential Information available to any third party without the
written consent of the other and that title and ownership of the Confidential Information
provided by one party to the other shall remain the exclusive property of the party who
has the right to possess the Confidential Information.