HomeMy WebLinkAboutContract 35111 (2)C;iTY ��CRE�/��1� 11
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Selectron Technologies, Inc.
Support and Maintenance Agreement
This Support and Maintenance Agreement (this "Agreement") is entered into upon commencement of the
Warranty between Selectron Technologies, Inc. ("Company") and the City of Fort Worth, Texas ("Custome�").
For the fees specified below, Company will provide to Customer support and maintenance for the Products, as
outlined below and as set forth in Exhibit A, for the term of the Agreement.
1. Term:
a) The Term of this Agreement shall commence on
April 1, 2007 and shall expire on March 31, 2008. A
list of the Products is attached as Exhibit A.
b) If this Agreement is entered into after the
commencement of the Warranty or subsequent
support periods, the Customer will be charged for the
entire Term beginning on the Warranty Date.
2. Renewal:
a) This agreement will automatically renew for
successive terms of one year each, provided that
sufficient funds have been properly appropriated to
meet the Customer's financial obligations under this
agreement. This agreement shall not automatically
renew if either party gives written notice of its intent
not to renew at least thirty (30) days prior to the end
of the then-current term.
b) The Customer shall maintain continuous coverage
of its support contracts in order to be eligible for
telephone support, and other services provided
hereunder. If this Agreement is not renewed and the
Customer later decides to reinstate support services,
the Customer must pay all fees that would otherwise
have been paid had this Agreement been renewed
without interruption.
c) The Customer may request concurrent expiration
dates for support agreements purchased at different
times of the year. The Customer must work directly
with Company to adjust (prorate) their support
coverage so the terms of all such agreements expire
concurrently.
3. Termination: This Agreement may be terminated
by either party upon ninety (90) days written notice to
the other party. Upon termination by Company without
cause or by Customer for material breach, Company
will refund any fees paid for months subsequent to
termination.
4. Fees: The Customer shall prepay Company an
annual fee for the support services as set forth in
Exhibit A.
Standard Terms and Conditions revised January 2004
5. Support Services: Company shall provide
customer support for technical problems that occur
when using the Products. This Agreement does not
include support of the following items:
a) Altered or modified Software not performed by
Company.
b) Errors caused by the Customer's negligence, or
other causes beyond Company's reasonable
control.
c) Version Upgrades of Third Party Software not
provided by Company.
d) Enhancements or modifications to current
versions performed at the Customer's request
and not intended to resolve a product failure.
Company Software Developers will directly handle the
Customer issues outlined in the following levels of
support.
6. Support and Maintenance:
Premier Support
The fee for Premier Support includes:
a. Telephone Support for installation and
general use questions during normal
business hours (6:00 a.m. to 5:00 p.m.
Pacific Time, Monday through Friday).
b. Use of Company's Toll Free Number
c. On-Line technical diagnostic support
d. Software correction upgrades
e. 1 business day relief goal
f. 24 Hours, 7 days per week, 365 days per
year support for emergency (system down or
inoperable) calls
PremierPro Support
The fee for PremierPro Support includes:
1. All items included in Premier Support
2. Development work necessary to support
standard upgrades to your Host database
(i.e. land management software, utility billing
software, etc...) and back-end database.
This requires two (2) weeks notice prior to
planned system upgrade in order to
accommodate scheduling of resources.
Please contact support@STlgov.com to
schedule. �� -�"'
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3. Quarterly Proactive System Review.
Selectron will perform the following system
diagnostics and create a history file and
notify the primary Customer contact with the
results of these actions:
a. Assess the current machine
resources including memory,
processor, and disk-space
utilization
b. Examine log files including error
logs to identify any anomalous
entries
c. Apply current validated software
updates to the operating system,
device drivers, and database server
software.
4. `Out-of-cycle' critical updates. Updates that
meet these criteria are failures that might be
likely to cause hardware damage, system
unavailability, data corruption, or severe data
vulnerability.
Non-emergency calls made after normal business
hours will be billed at an hourly rate of 1.5 times the
current day labor rate, with a two hour minimum
charge.
7. Hardware Maintenance. Company, at its sole
discretion, may use new or refurbished parts for the
repair or replacement of any Company provided
Hardware.
8. Customer Warranty: Customer shall perform all
necessary preventative maintenance as outlined in
Company's Administrative Guide. If Customer's
failure to perform the required preventative
maintenance is determined, in Company's reasonable
discretion, to be the cause of any support call,
Customer will be billed at the current hourly rate.
9. Response Times: Non-emergency support calls
will be responded to within one business day,
however most calls are handled within two hours of
receipt. For Premier Support during non-business
hours, an answering service takes all support calls.
Calls that are placed as an emergency (system down
or inoperable) will be dispatched to the on-call support
staff for response within four hours. Non-emergency
calls will be directed to support personnel, and will be
responded to the next business day.
10. Customer Contacts: Three customer support
contacts are allowed. Additional contacts may be
added at any time for an additional $500.00 per
contact. Only Customer's customer support contacts
may contact Company for support services.
Customer's customer support contacts are as set
forth on Exhibit A. Customer may change its
customer support contacts upon 30 days written
notice to Company.
Revised I/02
11. Warranty Disclaimer: TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, THE
PRODUCTS AND SERVICES PROVIDED
HEREUNDER ARE PROVIDED TO CUSTOMER "AS
IS" AND COMPANY AND ITS SUPPLIERS
DISCLAIM ALL OTHER WARRANTIES, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND TITLE. This limitation
on liability is made regardless of whether Company
knows or had a reason to know of Customer's
particular needs. No employee, agent, dealer or
distributor of Company is authorized to modify this
limited warranty, or make any additional warranties.
12. Limitation of Liability: TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY,
SPECIAL OR INCIDENTAL DAMAGES, INCLUDING
ANY LOST DATA AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS AGREEMENT.
COMPANY'S TOTAL CUMULATIVE LIABILITY IN
CONNECTION WITH THIS AGREEMENT AND THE
SERVICES PROVIDED HEREUNDER, WHETHER
IN CONTRACT OR TORT OR OTHERWISE, WILL
NOT EXCEED THE AMOUNT OF FEES PAID TO
COMPANY HEREUNDER. CUSTOMER
ACKNOWLEDGES THAT THE FEES REFLECT THE
ALLOCATION OF RISK SET FORTH IN THIS
AGREEMENT AND THAT COMPANY WOULD NOT
ENTER INTO THIS AGREEMENT WITHOUT THESE
LIMITATIONS ON ITS LIABILITY.
13. Limited Remedy: If Company materially fails to
perform its obligations under this Agreement, and
such failure results in downtime of the relevant
hardware and software that exceeds 48 hours,
Customer's sole remedy, and Company's entire
liability, shall be a pro rata refund for the services
("Downtime CrediY'). In order to receive a Downtime
Credit, the Customer must notify Company in writing
within 7 days from the time of Downtime. In no event
shall any Downtime Credit or the total cumulative
damages for a breach of this Agreement by Company
be more than the amounts previously paid by
Customer under this Agreement in the 12 month
period immediately preceding the Downtime Credit or
breach.
14. Severability: If any provision of this Agreement
is unenforceable, such provision will be changed and
interpreted to accomplish the objectives of such
provision to the greatest extent possible under
applicable law and the remaining provisions will
continue in full force and effect. Without limiting the
generality of the foregoing, Customer agrees that
Sections 12 and 13 will remain in effect
notwithstanding the unenforceability of any provision
in Section 11.
15. Force Majeure: Any delay in the performance of
any duties or obligations of either party (except the
payment of money owed) will not be considered a
breach of this Agreement if such delay is caused by a
labor dispute, shortage of materials, fire, earthquake,
flood, or any other event beyond the control of such
party, provided that such party uses reasonable
efforts, under the circumstances, to notify the other
party of the circumstances causing the delay and to
resume performance as soon as possible.
16. Independent Contractors: The relationship
between Customer and Company is that of an
independent contractor, and neither party is an agent
or partner of the other. Customer or Company will not
have, and will not represent to any third party that it
has, any authority to act on behalf of either party.
17. Applicable Law: This Agreement will be
governed by the laws of the State of Texas. The
United Nations Convention on Contracts for the
International Sale of Goods does not apply to this
Agreement. Any action or proceeding arising from or
relating to this Agreement must be brought in the
federal or state court located in Tarrant County,
Texas.
Selectron Technologies, Inc.
By: T d A. Joh ston
Signed;
�
Title: President
Date: � � / � l G' �
Address: 7405 SW Tech Center Drive, Suite 140
Portland. OR 97223 —
18. Attorney's Fees: In the event of litigation
between Customer and Company concerning this
Agreement, each party shall be responsible for its
own attorney's fees and all other expenses related to
litigation.
19. Survival. Sections 11, 12, 13, 14, 16, 17, 18, 19
and 20 will survive expiration or termination of this
Agreement
20. Entire Agreement: This Agreement and the
attached Addendum, which are incorporated herein
by reference, constitute the entire agreement between
the parties regarding the subject hereof and
supersedes all prior or contemporaneous
agreements, understandings, and communication,
whether written or oral. This Agreement may be
amended only by a written document signed by both
parties. The terms on any purchase order or similar
document submitted by Customer to Company will
have no effect.
Customer
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EXHIBIT A
Pricing
Support Level: � Premier ❑ PremierPro
Extended Maintenance Estimate:
Item Dates covered Amount Pa ment Due Date
VoicePermits A ril 1, 2007 throu h March 31, 2008 $11,445.00 March 15, 2007
VoicePermits A ril 1, 2008 throu h March 31, 2009 $12,015.00 March 15, 2008
VoicePermits A ril 1, 2009 throu h March 31, 2010 $12,615.00 March 15, 2009
Notes:
Maintenance estimates for future periods do not include increases to reflect additional
functionality purchased.
Maintenance estimates for future periods are not a guarantee that annual support
agreements will be offered. You will receive a minimum of 12 months notice of
discontinuance of annual support agreements.
Products and Licenses
4.0 VoicePermitsT"' Interactive Voice Response 20-Port System Upgrade
Included Functionality:
Schedule an Inspection Speak Site Address
Cancel an Inspection Permit Based Messaging
Obtain Inspection Results VP Reporting Module
Post Inspection Results 20-Port VoicePermits User License
Workstation (Minimum Specifications Summary):
Intel� XeonT"^ Processor 2.80 GHz/533MHz MicrosoftT"' Windows� 2003 Server
768 MB RAM Microsoft SQL Server
Two (2) 40 GB hard drive (RAID I mirroring) Remote Access Software
CD ROM, 56K Modem, Network Card (2) 12-Port Voice Cards
Inspection Failure Codes
Plan Review Status (Spoken & Fax)
Sma1'tFAX (Required when fax functionality is purchased)
Spanish Language
Utility Notification (Fax)
Zoning Status (Fax)
Rollover Inspection Module
Automatic Results Notification
Automatic Fax Notification for New Permits
Inspector Call/Message Module
Plan Review Status (E-mail portion)
Sn17YtE-111a11 (Required when e-mail functionality is purchased)
Staff Directory
Utility Notification (E-mail portion)
Standard Terms and Conditions revised January 2004
Customer Support Contacts
Company Name:
Address:
City:
State: Zip:
Contact: Email Telephone:
Contact: Email Telephone:
Contact: Email Telephone:
Group Email for all three contacts:
Standard Terms and Conditions revised January 2004