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HomeMy WebLinkAboutCAG2001-0427 - Original - AXIOM Systems - Annual Software Assurance & Hardware Maintenance - 07/20/2001 Master Support Services Agreement Between AXIOM Systems And City of Kent July 02, 2001 Annual Software Assurance Annual Hardware Maintenance ProSAM Hours Annual Software Assurance Program Maintenance Fee Licensor will provide Software Assurance Services for the Program subject to Licensee's payment of applicable annual Software Assurance. Software Covered Under This Agreement. Licensor shall provide Software Assurance only on the items set forth in Exhibit A"Software Assurance". Software Assurance Services. Licensor shall provide the following services as part of Software Assurance: Software Assurance coverage provides telephone support and all software upgrades for the same major software version up to version X.999,where X is the major version. Software Assurance is NOT an extension of the warranty period; rather it runs concurrently with the warranty period. All support services under this plan are provided to the Licensor by Optika for the Licensee current on this plan. These support services include: 1. Unlimited support calls regarding Optika product solutions, from the Licensee or Licensor to Optika on behalf of the Licensee for critical issues, providing coverage 24 hours/day, 7 days/week, 365 days/year. 2. A subscription to Optika's Technical Bulletin. 3. Access to Optika's Technical Support Knowledge Base. 4. Access to Optika's BBS/Web site providing utilities and patches. 5. Additional services provided to the Licensor on behalf of the Licensee by Optika: a. Assistance related to questions on the use of the Program. b. Assistance in identifying and determining the causes of suspected errors or malfunctions in Program. c. Advice on detours or workarounds for identified errors or malfunctions, where reasonably available. d. Information on errors previously identified by Licensee and reported to Licensor and detours to these where available. e. Advice on the completion and authorization for submission of the required form(s) for reporting identified problems in the Program to Licensor. 1 Annual Hardware Maintenance Program Maintenance Fee Licensor will provide Hardware Maintenance Services for the Program subject to Licensee's payment of applicable annual Hardware Maintenance. Hardware Covered Under This Agreement. Licensor, in consideration of the annual maintenance charge provided for herein, agrees to provide Hardware Maintenance only on the items set forth in Exhibit A"Hardware Repair Services". Hardware Maintenance Services. Licensor shall provide the following services as part of Hardware Maintenance: Service Hours and Response Times 3. Except as otherwise provided herein, FYI Image shall provide the maintenance between the hours of 8:30am-5:00pm, Pacific Time, Monday through Friday, excluding FYI Image holidays. All work performed outside the outlined support hours, will be billed at the current posted overtime rate, one (1) hour minimum. 3. FYI Image will use its best efforts to respond to a request for services within one (1) hour via telephone after receipt of such inquiry. If on-site diagnosis or service is necessary, then FYI Image will use its best efforts to arrange for such diagnosis or service to take place by a FYI Image authorized representative within eight (8) business hours after a determination is made that it is necessary. Escalation Procedures;Remedies When a failure has not been corrected within two (2) business days this procedure will be followed: 3. The Service Engineer Manager will notify the MGR. Professional Services and the call will be placed on Priority Status; 3. A Senior Service Engineer will immediately be dispatched on-site; 3. If the Senior Service Engineer cannot remedy the condition, within eight (8) business hours, the Service Engineer Manager will be immediately dispatched. FYI Image shall use its best efforts to resolve all hardware problems within eight (8)business hours. This agreement does not include furnishing or replacement of consumables. Installation of supply items will be performed without charge if the Service Representative is present for regular service reasons. A regular service charge will be made if a special call is requested only for the purpose of installing supply 2 items. Lamps, glass, print kits, paper, toner, starter toner, fuser oil, fuser rollers, imaging units (after warranty), optical disk media, cleaning kits and drums are considered expendable supply items. This agreement does not cover service, repairs, or parts necessary because of accident, misuse, abuse, neglect, theft, vandalism, electrical power failure, alteration, fire, water, or other casualty, acts, or omissions in performance or repairs or service by non-FYI Image personnel, malfunction of parts or attachments not supplied by FYI Image, or use of supplies or spare parts not meeting FYI Image's specification. The equipment must be in good working condition on the commencement date of this Agreement. FYI Image's charges for parts and labor required to place the equipment in such condition will be invoiced to the Licensee at FYI Image's then- current rates. This Agreement shall become effective on the date of this Agreement or if equipment is in warranty at the expiration of the equipment warranty period. Licensee Responsibilities Licensee agrees to furnish FYI Image reasonable access to the Equipment when performing service subject to Licensee's reasonable industrial security and safety rules. If applicable, Licensee shall provide the necessary data communications equipment and operating software at its location to support remote problem diagnosis and maintenance. Upon installation of Hardware upgrades, Licensee agrees to follow release installation instructions, review system operations after installation, and report any problem detected as soon as possible. Reasonable storage space at the Licensee's site will be provided to FYI Image as required. Relocation Service Upon receipt of at least thirty (30) days prior written notice, FYI Image will perform deinstallation/reinstallation service for Equipment to be relocated by Licensee. Licensee agrees to pay travel expenses and travel time from the nearest FYI Image Service Center to the Equipment deinstallation/reinstallation sites and return, labor time incurred and for the materials used at the FYI Image time and material rates and terms in effect at the time such service is rendered. All basic maintenance charges, including zone and extended maintenance uplifts,will apply during relocation. Licensee agrees to pay any then applicable zone uplifts relating to the relocation Warranty FYI Image warrants that it will maintain the Equipment to conform to its published specifications and to be in good working order. FYI Image does not warrant that the operation of the Equipment will be uninterrupted. EXCEPT AS PROVIDED IN THIS SECTION FYI Image EXTENDS NO WARRANTIES ON PARTS SUPPLIED OR SERVICES PERFORMED UNDER THIS AGREEMENT, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR 3 FITNESS FOR A PARTICULAR PURPOSE. FYI Image reserves the right to replace any part with new or refurbished parts of equivalent functional specification. It is the responsibility of the Licensee to ensure that all of its files are adequately duplicated and documented. FYI Image will not be responsible for Licensee's failure to so do, nor for the cost of reconstructing data stored on disk files, tapes,memories, etc., lost during the course of any maintenance services performed pursuant to this Agreement. ProSAM Hours Program Maintenance Fee. Licensor will provide ProSAM support services for the Program subject to Licensee's purchase of ProSAM hours. Services Covered Under This Agreement. Licensor, in consideration of the ProSAM hours/dollars purchase herein, and set forth in Exhibit A"ProSAM Hours", agrees to provide software maintenance and or professional service support as requested by the Licensee as needed, and until those hours/dollars have been expended. ProSAM Services. Licensor may provide the following services as part of ProSAM: On-line Support Licensor may execute on-line diagnostics from a remote Licensor location to assist in the identification and isolation of suspected Program errors or malfunctions. Licensee must provide equipment as outlined in section "Hardware Maintenance"Licensee Responsibilities. During the period of time covered by the Agreement, FYI Image will perform installation and testing of any new OPTIKA releases that are included in the Software Assurance Agreement. This support does not include (unless specifically stated in the written agreement) duties normally associated with on- going LAN Administrator tasks, recovery of databases that were not properly back up, and normal data base administration tasks (reorganizing data base, running backups, restoring data bases,reviewing logs, updating statistics, capacity planning, etc.). All time used will be deducted from the ProSAM Support Schedule I. All hours used will be tracked by the assigned, and/or onsite technician. These hours are reviewed and audited weekly by the Professional Services Manager and forwarded to the Account Representative. If the Licensee wants to add new software to the workstations or Servers, the Licensee should contact FYI Image to be advised if the new software will affect the performance of the system. Failure to do so could result in billable support to the Licensee if service is required. 4 Error and Malfunction Service Licensor will either: a. Provide Licensee with detour or code correction to the Program error or malfunctions. Each detour or code correction will be made available in the form of either a written correction notice or machine-readable media and will be accompanied by a level of documentation adequate to inform Licensee of the problem resolved and any significant operational differences resulting from the correction which is known by Licensor; or b. Provide Licensee with a written response describing Licensor's then existing diagnosis of the error or malfunction and generally outlining Licensor's then existing plan and timetable for correcting or working around the error or malfunction. Maintenance Release Services Licensor will provide error corrections and Maintenance releases to the Program,which have been developed by Licensor. Such releases shall be licensed to Licensee pursuant to the terms and conditions of this Agreement. Each Maintenance release will consist of a set of programs and files made available in the form of machine-readable media and will be accompanied by a level of documentation adequate to inform Licensee of the problems resolved including any significant differences resulting from the release which are know by Licensor. Licensor agrees that each Maintenance release of Program will be compatible with the then current unaltered release of the Program applicable to the computer system. On-call Support If a problem occurs which significantly impacts Licensee's usage of the Licensed Program and remains unidentified or unresolved either by detour or permanent correction after Licensee has taken the Licensor prescribed action, Licensor will dispatch a representative to the system location during regular Business Days and Hours, 8:30am-5:OOpm, Pacific Time, Monday through Friday, excluding FYI Image holidays which are listed on Exhibit C, FYI Image Holiday Schedule. All work performed outside the outlined support hours,will be billed at FYI Image posted overtime rate, one (1) hour minimum. The representative must arrive within eight (8)Business Hours. In addition, at this time the System and Programming Manager will notify the Professional Services MGR. and the condition will be placed on Priority Status. Licensor will provide or make available: Advice and assistance in diagnosis and identification of errors or malfunctions in the Licensed Program. 5 On-site consultation on correction or detour of identified errors or malfunctions. Advice and assistance on completion of form to report errors or malfunctions to Licensor as specified in the reporting procedure. Use of Licensee Computer When Licensor performs services pursuant to this contract which require the use of the Licensee's computer system(s), the Licensee agrees to make it available at reasonable times and in reasonable time increments, and in no event will the Licensee charge the Licensor for such system use. Travel Expense Any Licensee located outside of a one hundred mile radius from FYI Image's headquarters in Seattle, may be charged for any travel and/or living expenses incurred by FYI Image should it become necessary for FYI Image employees to be on-site at the Licensee's location for any reason other than software fixes which cannot be corrected by modem. Documentation Updates Licensor shall provide to Licensee at no additional cost one copy of any revised or additional documentation describing the Licensed Program, which Licensor makes generally available to other entities receiving Standard Technical Support Services from Licensor. Expiration Notification Licensor shall notify the Licensee in writing of the expiration of the then current Maintenance Term Coverage Dates as outlined in Exhibit A, at least but no later than ninety(90) days prior to their respective expirations. The notification shall include notification of the fee for Maintenance Services for the following annual period. If Licensee does not notify Licensor of its intent to renew Maintenance Services prior to the expiration of the Warranty Period or then current Maintenance Term, then Maintenance Services will not be renewed for the forthcoming annual period. Licensee's election not to subscribe to Maintenance Services has no effect on the term of this Agreement or on the term of any license created by this Agreement. Licensee Responsibilities Licensee agrees to furnish Licensor access to the software modules when performing service subject to Licensee's reasonable industrial security and safety rules. Licensee must provide the necessary data communications equipment and operating software at its location to support remote problem diagnosis and maintenance. As requested by Licensee, Licensor shall install updates and releases. Upon installation, Licensee agrees to carefully follow release installation instructions,review system operations after installation, and report any problem detected as soon as possible. 6 Reasonable storage space at the Licensee's site will be provided to FYI Image as required. LIMITATIONS OF LIABILITY IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR PROGRAM PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS. GENERAL PROVISIONS Severability If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid,illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement,but such terms or provisions shall be deemed modified to the extent necessary in the court's opinion to render such terms or provisions enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly,preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. Waiver Either party's failure to exercise a right available to it by reason of the other party's breach shall be taken as an isolated instance and shall not be deemed to be a permanent waiver of such right. Notice All notices,requests and other communications permitted or required under this Agreement must be in writing, and shall be delivered as follows with notice deemed given as indicated: (i)by personal delivery when delivered personally; (ii)by overnight courier upon written notification of receipt; (iii)by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or(iv)by certified or registered mail, return receipt requested, five (5) days after deposit in the mail. All notices for both parties shall be sent to the addresses set forth in the relevant Program Schedule and/or Statement of Work attached hereto. Force Majeure Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes,riots, insurrections, fires, floods, storms, explosions, earthquakes, acts of God,war, governmental action, or any other similar cause, which is beyond the reasonable control of such party. If any 7 force majeure event occurs, the party delayed or unable to perform shall give immediate notice to the other party. Headings Headings appearing in this Agreement are for convenience only and shall not be deemed to explain, limit or amplify the provisions hereof. Publicity Licensor may not use the name or trademarks of Licensee in any advertisement or press release without prior written consent of Licensee. Governing Law This Agreement will be governed and construed in accordance with the laws of the State of Washington as applied to transactions taking place wholly within Washington between Washington residents. The courts of the State of Washington located in the County of King and the United States District Court for the State of Washington shall have exclusive jurisdiction of any legal proceeding regarding this Agreement, and the parties expressly submit to the jurisdiction of said courts. The parties acknowledge that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement. No Assignment This Agreement shall be binding upon the parties'respective successors and permitted assigns. Neither party may assign this Agreement, and/or any of its rights and obligations, without the prior written consent of the other party(said consent not to be unreasonably withheld) and any such attempted assignment shall be void. Notwithstanding the foregoing,however, any internal corporate reorganization by Licensee that does not involve any entity other than Licensee which results in a change of name or form of legal organization of Licensee ("Reorganization") shall not be considered an assignment hereunder, and Licensee may engage in such Reorganization without the consent of Licensor and without affecting its rights and obligations under this Agreement. Upon any assignment by Licensor, the Licensee shall receive warranty service and Maintenance Services of a quality no less than Licensee received prior to the assignment, or if Licensee is dissatisfied with the resulting warranty service and Maintenance Services, Licensor shall provide a commercially acceptable substitute. Entire Agreement This Agreement and its appendices set forth the entire understanding between the parties hereto and supersede all prior agreements, arrangements, and communications,whether oral or written,with respect to the subject matter hereof. No other agreements, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof. This Agreement may not be modified or amended except by the mutual written agreement of the parties. 8 Countersignature This Agreement is void if not countersigned and returned by Licensor to Licensee within five (5)business days after Licensee has signed and delivered it to Licensor. Schedules issued subsequent to this Agreement (and its initial Schedule(s))will be void if not countersigned within five (5)business days after Licensee has signed and delivered it to Licensor. Physical Location City of Kent 220 4th Avenue South Kent, WA 98032 Billing Information City of Kent Attention: Jim McKenney Phone: (253) 856-4606 220 4th Avenue South Kent, WA 98032 Notices Written notices must be given, as required in the "General Provisions"Notice section of this contract, to the following persons: Licensor: AXIOM Systems Attn: Robert Hughet, Professional Services Mgr. 444 NE Ravenna Blvd. Suite 209 Seattle,WA 98115 IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate counterparts, each of which shall be deemed an original but both of which together shall constitute but one instrument. Lihuorized nsee: Licensor: Signature Authorized Signature Print Nate Print Name 1tg-c4-o ( O 1)iY Title Title 11-7 Date Date 9 PROGRAM EXHIBIT A To the Master Support Services Agreement Between AXIOM Systems And City of Kent SOFTWARE COVERED I A, Optika 60 Optika Acorde Concurrent Lic 04-01-01 thru 03-31-02 Ind Optika 90 Optika Acorde Seat Lic 07-20-01 thru 07-29-02 Ind Captovation 3 ecScan 07-20-01 thru 07-29-02 Ind Captovation 3 ecindex 07-20-01 thru 07-29-02 Ind Captovation 1 1 IeText OCR/Full Text 07-20-01 thru 07-29-02 Incll Total I 1 1 $31,720.001 Covered Equipment n/a TOTAL $0.00 ProSAM Hours ProSAM Hours 50 Direct On-Site, Telephone and CONTINUOUS $8,750.00 Remote Dial-up Optika and Captovation Software Support per ,contract TOTAL i I i i 750.00 Master Support Services Contract will auto renew yearly,AXIOM Systems can raise the Software Assurance and Hardware Maintenance price a maximum of 5% per year,over the previous year as long as contract is maintained and paid within 30 days of the annual invoice date. 10 EXHIBIT B To the Master Support Services Contract Between AXIOM Systems And City of Kent AXIOM Systems Holiday Schedule New Years Day -----------------------------------------January 1, 2001 Presidents Day ------------------------------------------February 19, 2001 Good Friday---------------------------------------------April 13, 2001 Memorial Day-------------------------------------------May 28, 2001 Independence Day--------------------------------------July 4, 2001 Labor Day------------------------------------------------September 3, 2001 Thanksgiving Day--------------------------------------November 22, 2001 Day After Thanksgiving-------------------------------November 23, 2001 Christmas Eve-------------------------------------------December 24, 2001 Christmas Day ------------------------------------------December 25, 2001 11