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Home My WebLink AboutCAG2002-0420 - Extension - ImageSource, Inc. - Support Services Agreement Renewal - 04/01/2003 Tecords M eme KEN Document WhSHIN(3TON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. 37Sas Vendor Name: cl;OtICe —PvzC- Vendor Number: JD Edwards Number Contract Number: This is assigned by Mary Simmons Description: &D-0 SLl ��? IY'c�— Sc71�t�/W� �i01�f/�d✓ �-t yhE'n�P�r Detail: Project Name: eEDM SS — ✓� �'�•`� vt Contract Effective Date: yI� 103 Termination Date: Contract Renewal Notice (Days): S d� XD �+'dax -o 3/3 ,/oY Number of days required notice for termination cbI renewal or amendment Contract Manager: J/W Department: : 7— Abstract: vi /r tLrr cf�7 ,G S Public\RecordsManagemeni\Forms\ContractCover\ADCL7832 07/02 0 a Imagasourca, Inc. VftbWI -- SSA Support Services Agreement Annual Software Assurance Annual Software Professional Support Annual Hardware Maintenance City of Cent Locations and Notifications Agreement Anniversary Date Start Date: Per individual Schedule in Exhibit A Agreement Date 4-1-03 Licensee Physical Location City of Kent Attention: Jim McKenney 2220 4'h Ave.So Title: Sr Systems Analyst Kent,WA 98032-5895 Phone: 253-856-4606 Licensee Billing Information City of Kent Attention: Jim McKenney 2220 40'Ave So Title: Sr Systems Analyst Kent,WA 98032-5895 Phone: 253-856-4606 Notices to ImageSource, Inc. Written notices must be given,as required in the"General Provisions"Notice section of this Support Services Agreement, to the following: ImageSource,Inc. Attention' Shadrach White 612 5`h Avenue SW,#204 Title* Director of Professional Services Olympia, WA 98501 Piave: (360)943-9273 Fax (360)943-4449 ImagaSvurca, Inc. m ouoinoam 1 t49ti sows..: 1. Annual Software Assurance ImageSource,Inc.("ImageSource")will provide Software Assurance for the Solution subject to Licensee's payment of applicable Annual Software Assurance The Solution is defined as the software provided by,or supported by ImageSource and specifically listed in this Agreement Software Covered Under This Agreement ImageSource shall provide Software Assurance only on the items set forth in Program Exhibit A—"Annual Software Assurance Coverage" Software Assurance Services ImageSource shall provide the following services as part of Software Assurance: Software Assurance coverage provides software minor updates 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 any warranty. Software assurance does not provide a major upgrade from version"X"to another major version"Y",except where provided by the software manufacturer. However, Software Assurance may provide special pricing provisions and significant discounts for a major upgrade to version"Y". All support services for the Licensee current on this plan are through ImageSource by the"Licensors"— xxxxxxx OIT,Optika,OTG,Kofax,Captovation,etc. xxxxxx These support services include. 1 A subscription to any Licensors Technical Bulletin 2 Access to any Licensors Technical Support Knowledge Base. 3 Access to any Licensors BBS/Web site providing utilities and patches 4 Additional services provided to ImageSource on behalf of the Licensee by the Licensor are provided only through the Annual Software Professional Support("ASPS-)program indicated in this Agreement,or through a ProSA.M Program as defined in this Agreement. Such support will include,but not be limited to a Assistance related to questions on the use of the Solution through telephone,email,or on-site support b Assistance in identifying and determining the causes of suspected errors or malfunctions in the Solution 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 ImageSource,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 Solution to ImageSource rev 0110312002u 2 til0gQs0[if'tflri Inc. ayri 2. Annual Software Professional Support ("ASPS") ImageSource will provide Annual Software Professional Support("ASPS")services for the Solution subject to Licensee's purchase of the Annual Software Professional Support program as indicated in Program Exhibit A—"Annual Software Professional Support Coverage" Professional Services Coverage ImageSource may provide the following services as part of ASPS and the ProSAM Program described later in this section. Except as otherwise provided herein,ImageSource shall provide the maintenance between the hours of 8 30am-5:OOpm, Pacific Time,Monday through Friday,excluding ImageSource holidays as indicated in Program Exhibit B All work performed outside the outlined support hours,will be billed at ImageSource most current overtime rate,one(1) hour minimum Escalation Procedures;Remedies Escalation procedures for an unsolved maintenance issue will vary according to the impact of the problem. Minimally,when a failure has not been corrected within two(2)business days the following escalation procedure will be followed 1 The Support Engineer will notify the Director of Professional Services and the call will be placed on Priority Status 2 A Senior Support Engineer will immediately be dispatched on-site and other ImageSource Support resources will be contacted as appropriate 3. The Senior Service Engineer will escalate to the manufacturer/software manufacture if the condition is not remedied within one business day A"system inoperable"condition or a critical operational issue will advance all timeframes above by 24 hours Software Maintenance-On-line Support ImageSource may execute on-line diagnostics from a remote ImageSource 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. Software Maintenance- On-site, email and Telephone Support During the period of time covered by the Agreement,ImageSource will perform installation and testing of any new Licensor minor update releases that are included in the Software Assurance Agreement. ImageSource will provide timely telephone,email and on-site support to maintain the Solution and other customization provided by ImageSource Reasonable working space at the Licensee's site will be provided to ImageSource as required. All time used will be deducted from the relevant ASPS or ProSAM balance account and are recorded in the ImageSource ProTime Incident Tracking System. With a minimum on-site call being one hour,all time will be deducted in Y2 hour increments for all on-site(after the first hour),email,and telephone support. All hours used will be tracked by the assigned,and/or onsite technician. This record is reviewed and audited weekly by the Professional Services Manager The reports provided by Pro Time are available for review by the Licensor every quarter,or as special circumstances dictate or%ti2oo2a 3 1f11QQQSOtitCR, lnc. is. . 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 ImageSource prescribed action, ImageSource will dispatch a representative to the system location during regular Business Days and Hours,8 30am- 5 00pm,Pacific Time,Monday through Friday,excluding ImageSource holidays which are listed on Exhibit B, ImageSource Holiday Schedule. The representative will arrive in one business day or less In addition,at this time the System Engineer will notify the Professional Services Manager and the condition will be placed on Priority Status. The support provided under this program does not include(unless specifically stated in the written agreement)duties normally associated with on-gomg LAN Administrator tasks,recovery of databases that were not properly backed up, and normal data base administration tasks(reorganizing data base,running backups,restoring data bases,reviewing logs,updating statistics,capacity planning,etc) The licensee will bear full responsibility for backing up the Solution according to industry standard practices The Licensee will not hold ImageSource liable in any way for consequences resulting from lost data caused by the unavailability of appropriate back up data. ImageSource will provide or make available. i Advice and assistance in diagnosis and identification of errors or malfunctions in the Licensed Program 2 On-site consultation on correction or detour of identified errors or malfunctions 3. Advice and assistance on completion of form to report errors or malfunctions to ImageSource as specified in the reporting procedure Other Professional Services Available Under ASPS and ProSAM The Licensee may request,and are encouraged that ASPS or ProSAM hours be utilized for any of the following. Consultation Reinstallation Training Customization&Reconfiguration Design Analysis Project Management Minor Projects Solution Enhancements Upgrade Installation Update Installation WEB Development Error and Malfunction Service ImageSource will either: 1 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 ImageSource,or 2 Provide Licensee with a written response describing ImageSource'then existing diagnosis of the error or malfunction and generally outlining ImageSource'then existing plan and timetable for correcting or working around the error or malfunction 0110312002. 4 magaSvurca, Inc. Software Assurance updates and Maintenance Release Services ImageSource will provide error corrections and Maintenance releases to the Solution which has been developed by ImageSource ImageSource will also install Software Assurance updates as requested by the licensee Each Software Assurance or Maintenance release will consist of a set of programs and files made available in the form of machme- 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 known by ImageSource If either ImageSource or the Licensee installs updates,Licensee agrees to carefully follow release instructions,review system operations after installation,and report any problem detected as soon as possible. Travel Expense Any Licensee located outside of the east and south Puget Sound area from Marysville to Olympia,may incur travel and/or living expenses incurred by ImageSource should it become necessary for ImageSource employees to be on-site at the Licensee's location for any reason Automobile travel will be deducted from the program at 50%of the normal rate Other expenses will be billed,as they are incurred,outside the scope of this Agreement Documentation Updates ImageSource shall provide to Licensee one copy of any revised or additional documentation describing the Licensed Program,which ImageSource makes generally available to other entities receiving Standard Technical Support Services from ImageSource. Annual Software Professional Support—ASPS Hours Available ImageSource agrees to provide software maintenance and/or provide other professional service support indicated above as requested by the Licensee until the number of hours indicated in Program Exhibit A have been expended. All remaining unexpended time expires on the Anniversary Date. If the hours indicated in Program Exhibit A have been expended prior to the Anniversary Date,the Licensee may acquire appended support hours for the balance of the year to the next Anniversary Date as indicated on Page 1. The acquisition of appended support hours is accomplished under the ProSAM Program as indicated later in this section. All remaining unexpended time expires on the Anniversary Date ProSAM Program Appended Time If ASPS hours expire prior to the Anniversary Date, ImageSource will provide ProSAM support services for the ImageSource EDW MS Systems&Support Solution subject to Licensee's purchase of ProSAM hours ProSAM Program ImageSource agrees to provide software maintenance and or Hours Rate professional service support as requested by the Licensee as Less than 10 hours $225. needed under the same conditions as the ASPS,and until those 10- 14 $205. hours have been expended. Rates indicated are subject to an annual adjustment of no more than 5%based on the anniversary 15-24 $ 195 date of this Agreement. 25-49 $ 185 50-74 $ 175. 75+ $ 165 3. Annual Hardware Maintenance Hardware Covered Under This Agreement. ImageSource,in consideration of the annual maintenance charge provided for herein,agrees to provide Hardware Maintenance only on the items set forth in Program Exhibit A"Annual Hardware Maintenance Coverage" rev 01103/1001a 5 i11t7QasQ�lKQ, Inc. Service Hours and Response Times Except as otherwise provided herein,ImageSource shall provide the maintenance between the hours of 8 30am- 5.00pm,Pacific Time,Monday through Friday,excluding ImageSource holidays as indicated in Program Exhibit B. All work performed outside the outlined support hours,will be billed at ImageSource most current overtime rate, one(1)hour minimum. ImageSource 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 ImageSource will use its best efforts to arrange for such diagnosis or service to take place by a ImageSource authorized representative within eight(8)business hours after a determination is made that it is necessary. What is Covered ImageSource will provide qualified representatives or authorized service providers to service your hardware equipment. Coverage includes all travel time,mileage,labor,and parts. What is Not Covered This agreement does not include fumishmg 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 items. Lamps,glass,print kits,paper,toner,starter toner, fuser oil,finer 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-ImageSource personnel,malfunction of parts or attachments not supplied by ImageSource, or use of supplies or spare parts not meeting ImageSource'specification This Agreement does not cover periodic or automatic preventative maintenance to clean or adjust any hardware item. Operators will be trained to perform such tasks,as required,at the time the hardware is installed,or may request such instruction when the Technician is present or by use of the ASPS program for professional services. Coverage Eligibility The equipment must be in good working condition on the commencement date of this Agreement. ImageSource' charges for parts and labor required to place the equipment in such condition will be invoiced to the Licensee at ImageSource then-current rates. This Agreement shall become effective on the date of equipment installation or,if the equipment is already in place from a prior implementation,on the date of tlus Agreement mio31aooi. 6 mvgaSyurca, Inc. Relocation Service Relocation Services are not covered under this Agreement but Professional Services from ImageSource may be utilized for this purpose and the time may be deducted from the ASPS Upon receipt of at least thirty(30)days prior written notice,ImageSource will perform reinstallation service for Equipment to be relocated by Licensee In this case,all Travel Time to and from the ImageSource facility in Seattle will also be deducted at 50%of the regular rate under ASPS Also,any expenses or matenals used by ImageSource in providing the reinstallation will be billed to the licensee All zone and extended maintenance uplifts,will apply during relocation Standards ImageSource will have the equipment maintained to conform to its published specifications and to be in good working order ImageSource and the Licensee agree that equipment may not be available during periods where it requires maintenance It is the responsibility of the Licensee to ensure that all of its files are adequately duplicated and documented and that the licensee conforms to the terms and conditions of all software and equipment manufacturer licensing provisions as applicable. ImageSource will not be responsible for Licensee's failure to so do. ImageSource is not responsible 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 as the Licensee must maintain appropriate backup and duplicate back up data to mitigate such a circumstance. ImageSource reserves the right to replace any part with new or refurbished parts of equivalent functional specification 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 OR SOLUTION PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS. IMAGESOURCE EXTENDS NO WARRANTIES,EXPRESS,IMPLIED,OR STATUTORY,ON PARTS SUPPLIED OR SERVICES PERFORMED UNDER THIS AGREEMENT,INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF ANY COMPONENT,MODULE OR EQUIPMENT FOR A PARTICULAR PURPOSE. hnv9asoarca, Inc. m 0110312002. 7 ayWswuiM General Provisions Automatic Renewal This Agreement shall renew automatically on the Anniversary Date indicated on Page 1 ImageSource will bill the Licensee for a one year renewal of all programs indicated in this Agreement Rates at renewal time for Professional Services, Software Assurance,and Hardware Maintenance may be adjusted,but will not exceed a 5%increase over the prior year If the Licensee desires to cancel any portion of this Agreement upon the next Anniversary Date,a notification to ImageSource at the address stipulated on Page 1 must be mailed to ImageSource prior to 45 days from the Anniversary Date If desired by the Licensee,ImageSource will meet with the Licensee at any time prior to this to discuss the renewal. Licensee's election not to subscribe to this Agreement or any portion,has no effect on the term of this Agreement or on the term of any license created by this Agreement Cancellation During Term This Agreement may not be cancelled,and refunds of any money paid will not be made for any reason during the term of the Agreement from one Anniversary Date to the next Anniversary Date. Use of Licensee Solution and Computer When ImageSource performs services pursuant to this Agreement 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 ImageSource for such system use If the Licensee wants to add new software to the workstations or Servers,the Licensee should contact ImageSource 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 Licensee agrees to furnish ImageSource 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. Licensee Responsibilities Licensee agrees to fumish ImageSource 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 ImageSource as required Severability and Waiver 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 courfs 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. Either parry's failure to exercise a right available to it by reason of the other parry'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 I/mw5bQrce, Inc. rev 0l/03/2002a 8 .M Dybl stem personally,(n)by overnight courier upon written notification of receipt,(m)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 on Page I of this Agreement 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,nots,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 force majeure event occurs,the party delayed or unable to perform shall give immediate notice to the other party Goveming 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 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. No Assignment This Agreement shall be binding upon the parties'respective successors and permitted assigns. Neither party may assign this Agreement,or any of its rights and obligations,without the written consent of the other party which is not to be unreasonably withheld. 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 ImageSource and without affecting its rights and obligations under this Agreement Any reorganization of the ImageSource which results in a change of name or ownership shall not effect this Agreement,and upon any such change,the Licensee shall receive Services of a quality no less than Licensee received prior to the assignment. 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. However, Program Exhibits A may be changed to reflect additional product coverage as the Licensee may add to the Solution or implemented additional Solutions Exhibit B will change annually as ImageSource Holidays and relevant dates change every year Countersignature This Agreement is void if not countersigned and returned by ImageSource to Licensee within five(5)business days after Licensee has signed and delivered it to ImageSource. 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 ImageSource. oiia3izonza 9 /llDE�QSD[itCQ� Inc. Authorization 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. Imags5ource, Inc. °+ Client Authorized Signature uthonzed Signature Print Name Print Name Title Title Date Date �} jp.. ,t j ft-'� tZs �a w Ls-- Rt rFa' "oiro31zool. 10 lFlOQQ.=VLtrCft, Inc. F2R0GRAM EXHIBIT A City of Kent Annual Software Assurance Coverage —Coverage between 4-1-03 and 3-31-04 r< Optika 60 CC-101 Acorde Concurrent connections level 1 301 05 18,064 20 Optika site CL-101 Acorde Seat Site I i c 4,25000 Captovati 5 ECST-0021 Ecacan level 1 292 1,46000 on Captovati 6 EC-ID-1001 Eclndex 425 2,55000 on Captovati 1 EC-10-1000 Eclndex OCR module 119 11900 on Optika 1 EBR-ERP-001 Acorde adapter for JDE One World 5950 5,95000 SW integration Optika 1 EBP-LOB-001 Acorde line of business link 2550 2,55000 Optika 1 CC-102 Acorde ERM lic 240 24000 TOTAL for Annual Software Assurance $35,183.20 Annual Software Professional Support—ASPS— Hours Provided —Coverage between 4-1-02 and 3-31-03 ProSAM 50 175 8,75000 TOTAL for Annual Software Professional Support $8,750.00 Annual Hardware Maintenance Coverage —Coverage between 4-1-02 and 3-31-03 • � ram. • .- •-. o- rei c gei r � Source, Inc. o1roazooza 11 PROGRAM EXHIBIT B Ima eSource, Inc. 2003 E14D]iday Schedule New Years Day-------------------------------------------------------------January 1, 2003 Presidents Day-----------------------------------------------------------February 17, 2003 i Good Friday------------------------------------------------------------------April 18, 2003 Memorial Day------------------------------------------------------------------May 26, 2003 Independence Day-------------------------------------------------------------July 4, 2003 Labor Day----------------------------------------------------------------September 1, 2003 Thanksgiving Day----------------------------------------------------November 27, 2003 Day After Thanksgiving---------------------------------------------November 28, 2003 Christmas Eve----------------------------------------------------------December 24, 2003 Christmas Day----------------------------------------------------------December 25, 2003 orro3aao2o 12 /tnQIJRSOtt/'C'Q, Inc. ViOWISAWOM Addendum Authorization to 2003-2004 SSA Both parties have agreed to the following clarification to the ImageSource Inc. Support Services Agreement a Optika Software Assurance for the period covering the 2003-2004 support contract shall include all major and minor upgrades Client eats � o V1 4' n-iz W Authorized Signature Authorized Signature �Z %, Md JMR N, Cztwwin "PO"I Print Name Print Name "M Ma tow"RA."M -,P"It yg NM,,� Title Title 14 �Ona RR1M , � kA -Date Date ------------------------ J Imaga.fource, Inc. mv 0JA0312002a 13 Owftik""s