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HomeMy WebLinkAboutContract 36735 CON AC RT too. J Business Imaging Systems Inc. ON-SITE SUPPORT MAINTENANCE AGREEMENT (No. 00005077) The parties of this System Maintenance Agreement ("Agreement") are Business Imaging Systems, Inc. ("BIS"), an Oklahoma corporation, and the party identified on the signature block ("Licensee"), both having principal places of business at the addresses specified in the signature block of this Agreement. WHEREAS BIS and Licensee have entered into a System Maintenance Agreement, the Parties now desire to enter into an agreement for the maintenance and support of the Hardware and Software provided in the attached proposal Exhibit "B". NOW THEREFORE, in consideration of these premises and the mutual covenants and conditions contained herein BIS and Licensee agree to the following 1. AGREEMENT BIS will provide maintenance parts and services for the Hardware and Software contained in Exhibit "B" and Licensee shall accept and pay for such services, pursuant to the terms and conditions herein provided. 2. SYSTEM DEFINITION As used in this Agreement, "System" shall mean the Products as described in Exhibit "B" of this Agreement by and between the Parties hereto. Such Products may hereafter be updated with improvements and enhancements furnished by BIS to Licensee. 3. MAINTENANCE AND SUPPORT SERVICES During the term of this Agreement BIS will provide the following maintenance and support services for said System: A. Reasonable telephone service for questions or problems with the use of said System B. Correction of any system defect for all listed products listed in Exhibit "B" which prevent normal use of said System upon prompt notice to BIS by Licensee, and reasonable access to Licensee's computer hardware 03-1 2-0 g 41 . 1 g I +V C. Revision updates and enhancements to Primary Application Software programs that are not charged as new options or applications on the same terms that are offered by BIS to all licensed users of same — will be delivered via: e-mail, File Transfer Protocol, Letter Carrier or Courier D. Onsite support for all System products listed in Exhibit "B" E. Repair and preventative maintenance of Hardware listed in Exhibit "B" F. Troubleshooting and advanced diagnostics of all Peripheral products listed in Exhibit "B" 4. EXCEPTIONS TO MAINTENANCE AND SUPPORT SERVICES. BIS will not furnish Licensee maintenance and support for any system problems caused or contributed to by the following: A. Programs or Procedures that were not originally provided and installed by BIS B. Unauthorized alteration or revision to the System as outlined in Exhibit "B" C. Program or procedure problems that were previously corrected by BIS, delivered to Licensee, but not installed by Licensee, Sub-licensee or End User D. Any problems with data on Magnetic, Optical Disk or CD-ROM media E. Hardware or Software not listed in Exhibit "B" F. Program or procedure problems that are the result of improper operator handling or use by Licensee, Sub-licensee or End User G. Routine System administration H. Additional training I. Upgrades, Revisions or Service Releases to Operating System Software or Peripheral Software J. All consumable parts and supplies, glass items, bulbs, toner, cartridges, drums, die drums (for rotary filmers), rubber rollers, and cleaning webs. 5. TERM The initial Agreement term shall commence on the date of this Agreement and shall continue for a period of one (1) year. Thereafter, the term of this Agreement shall be automatically extended for an additional one-year term unless terminated under the provisions below. 6. TERMINATION This Agreement may be terminated during the term hereof or any extension hereof by either party on any anniversary date with sixty- (60) days advanced written notice. 7. FEES AND PAYMENTS Licensee will pay to BIS the maintenance fee as shown on the attached Exhibit "B". BIS may revise such fees at the end of the initial term or at the end of any renewal period upon sixty- (60) days written notice. Licensee will reimburse BIS for all reasonable out-of-pocket expenses, outside the terms of this agreement, including, but not limited to, transportation, lodging, meals, telephone, postage and shipping, as may be necessary in connection with rendering the services under this Agreement. Taxes, Tariffs, and Transportation Costs: All present sales, use, value added, personal property, withholding, excise or other similar taxes and all transportation expenses related to shipment of any Product to Licensee, or which become due based on any transaction under this Agreement, shall be paid directly by Licensee or Licensee shall reimburse BIS following receipt of BIS' invoice for any such amount paid by BIS. Services performed outside the terms of this agreement will be billed at a rate of $185.00 a day plus parts. 8. PROPRIETARY PRODUCT AND TITLE All changes, additions and enhancements to the software as provided to Licensee under this Agreement shall remain the property of BIS and shall be licensed for use by Licensee subject to the same terms and conditions set. 9. LIMITATION OF LIABILITY BIS shall not be liable to Licensee or to any other person, firm or company, for failure to fulfill its obligations hereunder due to causes beyond its control. �`�� R U BIS MAKES AND LICENSEE RECEIVES NO WARRANTY, EXPRESSED OR IMPLIED, AND ALL WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. BIS SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SYSTEM. IN NO EVENT SHALL BIS BE LIABLE FOR ANY BREACH OF WARRANTY OR NEGLIGENCE IN AN AMOUNT EXCEEDING SOFTWARE LICENSE FEES PAID FOR USE OF SAID SOFTWARE. ADDITIONAL SERVICES At Licensee's request BIS may provide other services that include program customizing, consulting, or operational assistance over and above the services specified in Section 3 of this Agreement. Licensee agrees to pay BIS' then current fees for these services plus actual and reasonable out-of pocket expenses. BIS' fees, at the time of signing this Agreement, are listed on Exhibit "B" of this Agreement. GENERAL A. Assignment. Licensee shall not assign this Agreement without the prior written consent of the other party. B. Force Majeure. BIS shall not be responsible for failure of performance due to causes beyond our control, including, but not limited to: acts of God or nature, labor disputes, actions of any government agency or shortage of materials. C. Notices. Any notice shall be delivered by hand, courier service, return receipt requested, postage prepaid or registered or certified mail. Notices shall be addressed to the other party at the address given on the signature block of this Agreement, or to another address, which may subsequently be specified in writing. Notices shall be effective the date of receipt. D. Entire Agreement. This Agreement is the complete and exclusive statement of the understandings of the parties and supersedes and merges all prior proposals and understandings, whether oral or written, relating to the subject matter of this Agreement. This Agreement may not be modified except in writing, signed by an officer of BIS and a duly authorized representative of Licensee, and expressly referring to this Agreement. NC!"RELA' Ely �, � , TEX. E. Waiver. The waiver of one breach or default shall not constitute the waiver of any subsequent breach or default and shall not act to amend or negate the rights of the parties. F. Definitions and Section Headings. Singular terms shall be construed as plural, and vice versa, where the context requires. Section headings are for purposes of convenience and shall not be considered part of this Agreement. G. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of Oklahoma, U.S.A. Furthermore, it is agreed that jurisdiction for any action concerning the parties and their relationship established by this Agreement shall be in the State of Oklahoma. The prevailing party in any suit instituted under this Agreement will be entitled to recover all costs, expenses and reasonable attorneys' fees incurred in such action. H. Effect of Invalid Section. If any provision of this Agreement is declared invalid by any tribunal, then such provision shall automatically be revised to the minimum extent necessary to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is on such a nature that it cannot be so revised, the provision shall be deemed deleted from this Agreement. In either case, the remaining provisions of this Agreement shall remain in effect. I. Binding. This Agreement shall be binding upon, and inure to the benefit of the parties hereto and the party's respective assigns and successors. J. Counterparts. Two (2) duplicate originals of this Agreement are executed with each party retaining one (1) copy. EXHIBITS EXHIBIT "A" The parties have executed duplicate originals of this Agreement by their duly authorized representatives. LICENSEE: City of Fort Worth- Development Department 1000 Throckmorton Street, Room L83 Fort Worth, TX 76102 Misty Cruze (817) 392-2732 AI,Awit,4 64 Mafk cc 3,/l 1/08 (Signature) Title (Date) BUSINESS IMAGING SYSTEMS, INC. 13900 N. Harvey Avenue Edmond, OK 73103 Help Desk (405) 507-7006 or (888) 408-5668 Fax (405) 848-1152 _Service Manage? 3/5/2008 (Signatyr�)— — Title (Date) o;: thi.. :i, —"I p ` dray of�ia , 2008. ATTEST: 0�\ \\�✓ V • Marty Hendrix --~w-----� City Secretary !"To M&c >a Qj;iRl•D APPROVED A -TO FORM AND LEGALITY Maleshia Farmer Assistant City Attorney EXHIBIT "B" SYSTEM MAINTENANCE AND SERVICE FEES System Maintenance Fees: Contract Period: 12/23/2007 to 12/22/2008 For services rendered under this Agreement, Licensee agrees to pay BIS: $3,965.20 for Annual Software Support. Primary Application Software: Description Serial Number Price ApplicationXtender/WebXtender 05-User $2,793.00 Kofax Ascent Capture 25K Monthly NF37250. 5970.20 On-Site Support N/A $202.00 TOTAL ANNUAL MAINTENANCE: $3,965.20 V'���VJb:1'l lu�C`1V�J�u I FT, �✓_YTKI, 1R.