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HomeMy WebLinkAboutCAG2002-0420 - Extension - ImageSource, Inc. - Support Services Agreement Renewal - 04/01/2008 KENT Records M eme WASNINGTON Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submissi n to City Clerks Office. All portions are to be completed, if you have questions, please cont ct City Clerks Office. r' 37 Sam Vendor Name: yip►cwc-52(*ef- T ki c- Vendor umber: JD E wards Number Contract Number: -T-TO ??" D9 This is assigned by Clerk's Office Description: f `S St�wc Detail: eci� h� C % -eo Project Name: C✓L1c✓ ✓.Lc DaG�►ryl P��1 �, �jJ C bt..1 Contract Effective Date: „l�r I (,L a1 0 U d Termination Date: {rY<< Contract Renewal Notice (Days): V Number of days required notice for termination or renewal or a endment Contract Manager: �aw` VY`�j�Pv�n�'� Departm nt: Abstract: S:Public\RecorcisManogement\Forms\ContractCover\ADCL7832 07/02 /magesourre Support Service Agreement Annual 86ftware Assurance Professional Servi and Maintenance Annual Hart ware Maintenance City of Kent 4W Imagesourre Locations and Notifications This"Agreement" consists of this Support Services Agreement and all exhibits and other materials expressly referred to in this Support Services Agreement. Agreement Anniversary Date Start Date: Per individual Schedule in Exhibit A Agreement Date: April 1,2008 Licensee Physical Location City of Kent Attention: Jim M K 2220 41h Ave SO Title: Sr. Sy:tWnney ems Analyst Kent,WA 98032-5895 Phone: 253-8 6-4606 Licensee Billin_a Information City of Kent Attention: Jim M Kenney 2220 41h Ave SO Title: Sr. Sy terns Analyst Kent,WA 98032-5895 Phone: 253-8 6-4606 Notices to ImageSource, Inc. ImageSource's address for notices pursuant to the General Provisions of s Agreement is: ImageSource,Inc. Attention: Contracts Office 612 51h Avenue SW Title: Contracts Administrator Olympia,WA 98501 Phone: (360) 43-9273 Fax: (360) 43-4449 Submittin9 Support Requests ImageSource encourages its customer partners to submit support requests 'a our support web form. The ImageSource support web form is directly linked to ImageSource's interna ProSync support tracking systems. By using the support web form the Licensee can dramatically reduce the a ount of time spent gathering fundamental information regarding the support request. In the event that a support request form is unavailable or otherwise cannot be accessed,Licensee may use,and Imag ource will respond to,any of the following methods to submit support requests. Support Web Form: h www.ima esourceinc.com rt ContactSu or index.ht Support Email support2@imagesourceinc.com Dial in Support Request: 360-943-9273 Support Services Agreement V 9a5rmos Page 2 0 ImageSource,Inc 1 a ImageSource 1. Annual Software Assurance ImageSource,Inc.("ImageSource")will provide Software Assurance for th Solution subject to Licensee's payment of applicable Annual Software Assurance. Software Covered Under This Agreem nt ImageSource shall provide Software Assurance only on the items set forth' Exhibit A — "Annual Software Assurance Coverage". Software Assurance Services ImageSource shall provide the following services as part of Software Assu ance: Software Assurance Services provides Customers with minor fixes,upgra es and updates(right-of-decimal)to licensed Software released during the maintenance period. Software Assu ance is NOT an extension of the warranty period;rather it runs concurrently with any warranty. Software assurance does not provide major releases(left-of-decimal)exce t where provided by the manufacturer. All support services for the Customer current on this plan and made available to ImageSource directly by the "Licensors" which include but are not limited to:Oracle,Legato,Kofax,Captaris,Cardiff,EMC,ImageSource, or Captovation. ImageSource agrees to make these services available to Customer as the same are made available to ImageSource by Licensors. These services vary depending o Licensor,but may include any or all of the following: 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 atches. 2. Professional Services & Maintena ce (ProSAM) Professional Services&Maintenance("ProSAM")is a program that allo s Licensees to purchase support hours at a reduced rate for the support of their Software or Solution. ProSAM ervices include the provision of information and assistance on technical incidents related to the installati n,administration and operation of the Licensee's Software or Solution,as well as assistance in determining wh the product may not be performing in accordance with the documentation(hereinafter and"Incident").Image urce will provide ProSAM services for the Software or Solution subject to Licensee's purchase of the numbe of hours indicated in Exhibit A— "Professional Services&Maintenance". Support Services Agreement v 92&2006 Page 3 0 ImageSource,Inc. 1 ImageSource Professional Services- Generally During the period of time covered by the Agreement,ImageSource will make available on CD-ROM,FTP Download or other machine-readable media any new Licensor minor upda a(right-of-decimal)releases that are included in the Software Assurance Agreement. ImageSource will provide telephone,email and on-site support to maintain the Solution and other customization provided by ImageSource. Remote diagnostics,as specified in Exhibit A,may be provided as well. Reasonable working space at the Licensee's site will be provided to ImageSource as required. All time spent will be deducted from the relevant ProSAM balance account and are recorded in the ImageSource ProSync Incident Tracking System. Except as otherwise pr vided for in the Agreement, Licensee will be billed in one-half(.5)hour increments for all ProSAM services. A minimum one-hour charge is billed for on-site support. All hours used will be tracked by the assigned,and/or onsite technician. If a problem occurs which significantly impacts Licensee's usage of the Licensed Program and remains unidentified or unresolved either by workaround or permanent correction fter 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:OOpm,Pacific Time,Monday through Friday,excluding ImageSource holidays which are listed on Exhibit B,ImageSource Holiday 5chedule. The representative will arrive in one business day or less for all supported 1 cations within a 100 mile radius of any local ImageSource office location. ImageSource will provide or make available: 1) 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 error or malfunctions. 3) Advice and assistance on completion of form to report errors c r malfunctions to ImageSource as specified in the reporting procedure. The Licensee will bear the full responsibility for backing up its databases and/or data files according to industry standard practices. The Licensee will not hold ImageSource,its agents,successors or assigns liable in any way for consequences resulting from lost data caused by the unavailability of ap ropriate back-up data. The support provided under this program does not include(unless specific lly stated in the written agreement) duties normally associated with on-going LAN Administrator tasks,recove of databases and/or data files that were not properly backed up,and normal data base administration tasks(r organizing data base,running backups,restoring data bases,reviewing logs,updating statistics,capacity lanning,etc.). Determining Severity and Response Commitments.When reporting an Incident,the Licensee will make the initial determination of priority and include it in the request.ImageSource'.,; initial response to an incident will be based on the Customer's assessment of priority. After the initial response,any changes to the incident priority will be deterr iined by ImageSource's support staff.Below are the guidelines used to establish severity and ImageSource's response commitments: Support Services Agreement v 9/2 2006 Page 4 0 ImageSource,Inc. 4W ImageSource Severity 1 Incident Severity 2 Incident Severity 3 Incident Severity 4 Incident incident is classified as An incident is classified as A Severity 3 Incid nt is A Severity 4 Incident is Severity 1 if the problem Severity 2 Incident where defined as an Inci ent that one that has low to affects production and the Incident affects has low impact. Customer minimal impact. This demands immediate production systems and or IT service has nIl t been involves system attention. Normal service demands immediate affected. Business risk is enhancements,upgrades has been disrupted. attention. Customer or IT low. Customer receives a and minor problems not Business risk is high. service has been affected. status report within 24 impacting production. Customer receives a status Business risk is moderate hours. Problem sP ould be Resolution is deferred and report within the first to low. Customer receives resolved within fi a is to be addressed when hour. Problem should be a status report within four working days. If icensor time allows. If Licensor resolved within four hours. Incident should be escalation is requi led for escalation is required for hours. If Licensor resolved within two days. resolution,the time to resolution,the time to escalation is required for If Licensor escalation is resolve lies with the resolve lies with the resolution,the time to required for resolution, Licensor. Licensor. resolve lies with the the time to resolve lies Licensor. Customer with the Licensor. receives a status report Customer receives a status every four business hours. report every four business hours. ImageSource will make commercially reasonable efforts to respond to support requests within the timeframes outlined above,provide periodic status updates to the Customer,and resolve incidents to the satisfaction of the Customer.ImageSource's inability to meet the response times set forth above due to Customer's availability (e.g.,phone busy,no answer,out of the office,etc.)does not constitute a fai ure to comply with these Support Policies. For incidents that ImageSource(working with input from Customer)determines to be Licensor Product Errors, ImageSource will assign an error priority level.Error priority levels are classified on similar criteria used to classify incidents,the difference being that product errors have been dete ined to reside in the Licensor Software.ImageSource will use commercially reasonable efforts to provide the following solutions: Priority ImageSource will work in earnest Support management will review Will be assessed for possible with the Licensor to provide an the error to determine whether it inclusion in normal product release adequate workaround or patch to will be fixed in a patch release or in cycles correct the problem. a scheduled new version release of the licensor software. Support Services Agreement v 925/WO6 Page 5 0 ImageSource,Inc. 4W ImageSource Professional Services- Hours of Cover Yge 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 Exhibit B. All work performed outside the outlined support hours,will be billed at Image ource most current overtime rate (not to exceed 150%of the then-current standard rate),one(1)hour minimum. Software Maintenance — Appointment of Contact and Access Methods In order to rationalize the process of providing support to customers and to protect the integrity of confidential information belonging to our customers and to ImageSource,Customer must designate support services contact(s)("Support Services Contact")who will be the only persons authorized to contact ImageSource with Support Services requests. Support Methods Remote Diagnostics—ImageSource utilizes Webex©to enable remote dia ostic and support. ImageSource executes on-line diagnostics from a remote ImageSource location to assist in the identification and isolation of suspected Software or Solution errors or malfunctions. In the event Licensor requires the use of another remote diagnostic tool or service the Customer must provide access to the required tool at no cost to ImageSource. Any Security configuration(s)needed to achieve remote connectivity and/or access to Licensor's computer network will be used only for the purposes of diagnosing"error" or malfunction as described in section"General Provisions". Email Support—Licensee may request support services via email. Telephone Support—In the event Licensee internet connectivity cannot be stablished ImageSource will provide telephone support to maintain the Solution and other customizatio pursuant to this Agreement. For the highest level of service,we recommend Customers submit incident through the Web-based form. In the event email or telephone contact is used to initiate a support incident th a initial ImageSource contact will fill out the Web-based support form prior to initial triage. The time associated with this task will be billed in one- half(.5)hour increments. Escalation If for any reason the Customer is dissatisfied with the progress of an incidei it,or feels that ImageSource has not responded in a timely manner according to the severity of its case,the Customer may escalate its concerns to and through ImageSource's management structure. It is important to note that escalation does not necessarily mean the transferal of ownership,but is simply a way to help in prioritizing incidents that are currently being worked on. Order of Escalation Contact Phone E-mail Tier 1 Leigh Woody 206.396.0318 leighw@imagesourceinc.com Tier 2 Shad White 360.239.2142 shadw@imagesourceinc.com Tier 3 Terry Sutherland 360.239.6028 terrys@imagesourceinc.com Support Services Agreement v 9252006 Page 6 0 ImageSource, Inc. ImageSource Other Professional Services Available Under ProSAM The Licensee may request,that ProSAM hours be utilized for any of the fo lowing services,and ImageSource will work with customer to schedule the requested services: Consultation Reinstallation Training Customization& econfiguration Design Analysis Project Managem nt Minor Projects Solution Enhance ents Upgrade Installation Update Installatio WEB Development Documentation ImageSource reserves the right to add to or delete any or all of the above p ofessional services without further notice to Licensee. ImageSource reserves the right to provide fixed-bid qu tations for services requested. Error and Malfunction Service ImageSource will use commercially reasonable measures to either: 1) Provide Licensee with workaround or code correction to the program error or malfunctions. Each workaround 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 level of documentation adequate to inform Licensee of the problem resolved and any significant perational differences resulting from the correction which is known by ImageSource;or 2) Provide Licensee with a written response describing ImageSo rce'then existing diagnosis of the error or malfunction and generally outlining ImageSource'ther existing plan and timetable for correcting or working around the error or malfunction. Travel Expense On site support that may be required,or other on-site work performed by I ageSource employees for any Licensee located outside of the east and south Puget Sound area from Mary ville to Olympia in the State of Washington,may be impacted by travel and/or living expenses incurred by ImageSource. Such actual expenses will be billed,as they are incurred,outside the scope of this Agreement. A tomobile and air travel time will be deducted from the ProSAM program at 50%of the normal rate. Documentation /Software Media Upd tes Upon request of Licensee ImageSource shall provide one machine readable opy of any revised or additional documentation describing the Licensed Program,which ImageSource make generally available to other entities receiving Software Assurance from ImageSource. Support Services Agreement v 9252006 Page 7 0 ImageSource, Inc. 1 ImageSource 3. Annual Hardware Maintenance ImageSource,in consideration of the annual maintenance charge provided or herein,agrees to provide Hardware Maintenance only to those items as set forth in Exhibit A"Annu 1 Hardware Maintenance Coverage". Service Hours and Response Tunes Except as otherwise provided herein,ImageSource shall provide support between the hours of 8:30am-5:OOpm, Pacific Time,Monday through Friday,excluding ImageSource holidays as indicated in Exhibit B. All work performed outside the outlined support hours,will be billed at I ageSource most current overtime rate(not to exceed 150%of the then-current standard rate),one(1)hour mi imum. What is Covered Hardware maintenance is defined to mean the physical repair of computer and related hardware covered under this agreement.ImageSource will provide qualified representatives r authorized service providers to maintain your hardware equipment. Coverage includes all travel time,mileage,labor,and parts. What is Not Covered The services provided under this Agreement do not include furnishing or replacement of consumables. ImageSource will install supply items without charge if ImageSource's Se ice Representative is present for regular service reasons. A regular service charge will be made if a special all is requested only for the purpose of installing supply items. Lamps,glass,print kits,paper,toner,starter to er,fuser oil,fuser rollers,imaging units(after warranty),optical disk media,cleaning kits and drums are con idered expendable supply items. The services provided under this Agreement do not include service,repair ,or parts necessary because of accident,misuse,abuse,neglect,theft,vandalism,electrical power failure, Iteration,fire,water,or other casualty,acts,or omissions in performance or repairs or service by non-Im geSource personnel,malfunction of parts or attachments not supplied by ImageSource,or use of supplies or sp a parts not meeting ImageSource' specification. Parts required to make a repair will also be charged to inclu a their handling,shipping and replacement cost. The services provided under this Agreement do not incl de the restoration of lost or damaged data or data files in any manner. The services provided under this Agreement do not include periodic or au omatic preventative maintenance to clean or adjust any hardware item. Operators will be trained to performsuch 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 ProSAM program for professional services. Coverage Eligibility Prior to placing equipment under this agreement,it will be certified by diagnostic testing,physical inspection and/or inventory to ensure that it is in proper working order and can be supported under this Agreement. The equipment must be in good working condition on the commencement dat of this Agreement. ImageSource's Support Services Agreement v 9a5/2006 Page 8 0 ImageSource, Inc. & imagesoutre charges for parts include their handling and shipping costs,and labor required to place the equipment in such condition,will be invoiced to the Licensee at ImageSource's then-current rates. This Agreement shall become effective on the date of equipment installatior or,if the equipment is already in place from a prior implementation,on the date of this Agreement. Relocation Service Relocation Services are not covered under Section 3 of this Agreement. However, ProSAM services may be utilized for this purpose and the time utilized for the relocation service will be deducted from the ProSAM account. 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 Olympia will also be deducted at 50%of the regular rate under ProSAM. III addition,any expenses or materials used by ImageSource in providing the reinstallation will be billed to the lic nsee. All zone and extended maintenance uplifts,will apply during relocation. Standards ImageSource will maintain the equipment or have the equipment maintain d so that the equipment conforms to its published specifications and is 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 adequ tely duplicated and documented and that the licensee conforms to the terms and conditions of all software a d equipment manufacturer- licensing provisions as applicable. ImageSource will not be responsible for Licensee's failure to comply with the terms and conditions of all software and equipment manufacturer-licensin provisions. ImageSource reserves the right to replace any part with new or refurbished parts of equivalent functional specification. Limitations of Liability EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLF JL MISCOUNDUCT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, iOWEVER CAUSED AND ON ANY THEORY OF LIABILITY; ARISING OUT OF OR IN CONIN ECTION WITH THE SERVICES OR PROGRAM OR SOLUTION PROVIDED PURSUANT TOT IIS AGREEMENT, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITYOF SUCH LOSS. IMAGESOURCE EXTENDS NO WARRANTIES, EXPRESS, IN PLIED, OR STATUTORY, ON PARTS SUPPLIED OR SERVICES PERFORMED UNDER THI 5 AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHA NTABILITY OR FITNESS OF ANY COMPONENT, MODULE OR EQUIPMENT FOR A PAR CULAR PURPOSE. Support Services Agreement v 912s2006 Page 9 0 ImageSource,Inc 1 Imagesourre General Provisions Definitions (a) "Software Assurance shall mean the level of confidence that software is free from vulnerabilities,either intentionally designed into the software or accidentally inserted at anytime during its lifecycle,and that the software functions in the intended manner." (b) "Annual Maintenance Fee" shall be as set forth in Exhibit A (c) "Documentation" shall mean the manual(s)relating to the use oft e SOLUTION delivered by ImageSource. (d) "Error"means an error/malfunction bug in the Solution which degrades the Solution or the customer's use of the Solution. (e) "Correction" means the use of reasonable commercial efforts. (f) "Licensor Product Errors"Shall mean the failure of Licensor Software to conform in a material respect to the Licensor Product Documentation. (g) "Solution" means the software and/or hardware provided by,or supported by ImageSource and specifically listed in Exhibit A (h) "Workaround" means a change in the procedures followed or data.supplied by Customer to avoid an Error without substantially impairing Customer's use of the Solution. (i) "Customer" or"Licensee"means the entity or person identified as the Customer in Exhibit A. (j) "Software" is a program or programs that enables a computer toperform a specific task,including a1212lication software which enables a user to perform a task,and Ustem software,which enables other software to run properly,by interfacing with hardware and with other software (k) "Licensor"means the manufacturer of the Software. (1) "Incident"means Software or Solution is not performing in accordance with the documentation. (m)"Licensed Program"Software licenses covered under the terms&conditions of the licensor. Automatic Renewal This Agreement shall renew automatically on the Anniversary Date indicated on Page 2. ImageSource will bill the Licensee for a one-year renewal of all programs indicated in this Agreer rient. Rates at renewal time for Professional Services,Software Assurance,and Hardware Maintenance may be adjusted in accordance with publisher and manufacturer adjustment percentage in the same rates due to any determining factor in the publisher or manufacturer calculation methodology. 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 2 must be mailed to ImageSource 60 days prior to the Anniversary Date. If desired by the Licensee,ImageSource will meet with the Licensee at any time prior to this to discuss the renewal. Support Services Agreement v 912WO06 Page 10 0 ImageSource,Inc. 1 ImageSource Third Parties ImageSource,Inc.does not warranty work done by unauthorized third par vendors or contractors. ImageSource will not be held responsible for any malfunction or error resu ting from third party services. In the event that Licensee engages a third party to perform maintenance,upgrade and/or performs services of any kind on items listed in Exhibit A the terms and conditions set forth in this greement will be considered null and void. ImageSource will not be responsible to refund any monies paid f r services listed in Exhibit A. Cancellation During Term This Agreement may be cancelled upon 60 days written notice. All monies paid shall be retained by ImageSource and shall not be refunded to Licensee. Use of Licensee solution and Comput r 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 ImageSource for such ystem 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 suppo t remote problem diagnosis and maintenance. Licensee Responsibilities Licensee agrees to furnish ImageSource reasonable access to the supported 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 any Software or Hardwar upgrades,Licensee agrees to follow reasonable release installation instructions,review system operation after installation,and report any problem detected as soon as possible. Reasonable storage and/or workspac 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 com etent jurisdiction to be invalid, illegal or otherwise unenforceable,the same shall not affect the other terms r provisions hereof or the whole of this Agreement,but such terms or provisions shall be deemed modified to a 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 a tent the intent and agreements of the parties herein set forth. Support Services Agreement v 9125QO06 Page 11 ©ImageSource,Inc 1 ImageSource 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 undE r this Agreement must be in writing, and shall be delivered as follows with notice deemed given as indicated: (i)by personal delivery upon such personal delivery;(ii)if by nationally recognized courier or mail service with real-time or near-real-time tracking,when the courier or mail service's tracking system indicates that the notice was delivered to the recipient's premises. All notices for both parties shall be sent to the addresses set forth on Page 2 of this Agreement. Nexus Annual Conference Nexus is an Annual Technology Conference conducted by ImageSource. As a Customer Partner we encourage attendance and participation. During this annual event customers gain insight into complimentary technologies. We incorporate attendance from product manufacturers,cust��°°mer peers and industry experts so that valuable technical information and networking opportunities are provided. ImageSource offers a reduced Conference Fee and group hotel rates for customers who elect to have Nexus added to Exhibit A. Force Majeure Neither party shall be liable by reason of any failure or delay in the perfo ance of its obligations hereunder on account of strikes,riots,insurrections,fires,floods,storms,explosions,ear quakes,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 gh a immediate notice to the other party. 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. The courts of the State of Washington located in the County of Thurston and the United States District Court for the State of Washington shall have exclusive jurisdiction of any legal proceeding regarding this Agreement,and the part es expressly submit to the jurisdiction of said courts. No Assignment This Agreement shall be binding upon the parties'respective successors an 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. Support Services Agreement v 912WO06 Page 12 ©ImageSource,Inc ImageSource Licensee acknowledges and agrees that any reorganization of ImageSource at results in a change of name or ownership shall not be considered an assignment for purposes of this Agreement. In the event of the occurrence of such an event,the Licensee shall receive Services of a quality no less than Licensee received prior to the change of name or ownership. 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 tie 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,Exhibit 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 ssued 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. Support Services Agreement v 9252M Page 13 0 ImageSource,Inc. 1 Imagesourice Authorisation 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. 1 Imagesoufm City of Kent Authoriz d gnature th rize S' ature _9 4UA Print Name Print Name /bjsty 04 Title Title Date Date Support Services Agreement v 92&2006 Page 14 0 ImageSource,Inc. Image5ourre EXHIBIT A City of Kent Support Services Agreement v 9252006 Page 15 0 ImageSource, Inc. 1 Imagesourre Software Assurance Coverage —Coverage between 4/1/08 and 3/31/09 Brand Qty Part#/Model Description/Serial&Version Nuwhei unit, Extend,-d Cost cosi Oracle 60 CC-101 Image Management License 4022 6/V7.6 $389 62 $23,377 20 Oracle 1 CL-121 Client Site License 4022 /V7.6 $4,900 00 $4,900.00 Oracle 1 EBR-ERP-001 Adapter for JDE One World 4022 6/V7.6 $6,000 00 $6,000.00 SW Oracle 1 EBP-LOB-001 Line of Business Link 4022 6/V7.6 $2,800.00 $2,800.00 Oracle 1 CC-102 ERM License 4022 6/V7 6 $311 74 Retired Oracle 3 EX0001 Extempore 1 —24 Concurrent 1855 5/V8.5 $330 00 Retired Users Oracle 1 EXADM Admin Licenses 1855451 V8 5 $143 00 Retired Oracle 1 AFT-MOD-025 Full Text Module 25KPPM 6072-7 00-0290- $1,001.00 $1,001 00 541 Oracle 1 AFT-OVF-000 Full Text Overflow 1 Mil PPC 6072-7 00-0454- $561.00 $561 00 303 Oracle 5 AFT-CLIENT Full Text Concurrent Client 4022 /V7 6 $22 00 $110 00 Oracle 1 EXBASE Base Extempore Server 185 5/V8.5 $4,620 00 Retired Captovation 2 EC-ISIS-11 Scan for ISIS Level 1 6-556 29/V5.0 $299 00 $598 00 Captovation 6 EC-ST-0011 Scan for Adrenaline Levell 6-556 29/V5.0 $299 00 $1,794.00 Captovation 3 EC-ID-1001 Index 6-556 29/V5.0 $425 00 $1,275.00 Captovation 4 EC-ID-1002 Index 6-556 29/V5.0 $425 00 $1,700.00 Captovation 1 EC-ID-1000 Index for OCR Module 6-556 29/V5.0 Retired Retired Kofax 1 AE4A/M01-005K Ascent Capture 5K—Test PB61 41/V7.5 $179 10 $179.10 System IS 1 ILINX RS-V7 x Release Script of Kofax Ascent V7.x $840 00 $840 00 Capture 7.x to Oracle V7 6 Total for Annual Software Support $45,135.30 Support Services Agreement v 91252M Page 16 0 ImageSource,Inc. 1 lmagesource Professional Services and Maintenance — ProSAM —ProSAM hours do not expire HoursProduct Description Rate Cost ProSAM 10 Professional Support Hours $185.00 Not Applicable Total for Annual Software Professional Support Not Applicable Remote Diagnostic Service —Coverage between 4/1/08 and 3/31/09 Product • • Cost IS.RAS Remote Access Service $925 00 Total for Annual Software Professional Support $925.00 Nexus Annual Conference —2008: October 14th & 15th Product Qty Description 2008. 1 Attendee IS NEXUS 1 Please provide Attendee contact information $495.00 Not Applicable Name. Phone: Email 71 Total for Annual Software Professional Support Not Applicable Hardware Maintenance Coverage —Coverage between 4/1/08 and 3/31/09 Part # Extended Brand Qty Model Description I Serial & Version Number U n It Cost Total for Annual Hardware Maintenance Declined This Support Services Agreement will auto renew yearly. Support Services Agreement v s/z&roos Page 17 0 ImageSource,Inc. 1 ImageSourre EXHIBIT B ImageSource, Inc. Holiday SchedUle NewYears Day------------------------------------------------------ ----------------------------------- PresidentsDay------------------------------------------------------ ----------------------------------- GoodFriday---------------------------------------------------------- ----------------------------------- MemorialDay-------------------------------------------------------- ----------------------------------- IndependenceDay------------------------------------------------- ----------------------------------- LaborDay------------------------------------------------------------- ----------------------------------- ThanksgivingDay------------------------------------------------- ----------------------------------- DayAfter Thanksgiving------------------------------------------------------------------------------ ChristmasEve------------------------------------------------------ ----------------------------------- ChristmasDay------------------------------------------------------ ----------------------------------- Support Services Agreement v 9a5t2006 Page 18 ®ImageSource, Inc. Imayesource ADDENDUM/AMENDMENT TO IMAGESOURCE SUPPORT SERVICES AGREEMENT The following is part of the SUPPORT SERVICES AGREEMENT dated April 1, 2008 between ImageSource, Inc. ("ImageSource") and City of Kent ("Licensee" or "Customer") IT IS AGREED BETWEEN IMAGESOURCE AND LICENSEE AS FOLLOWS: Section Reference Exhibit A be amended to include: Description Cost Cost Captovation 6 EC-ISIS-11 Scan for ISIS Levell 6-5565 9/V5.0 1 $299.00 $1,794.00 Captovation 1 EC-ID-1002 ECINDEX for 5—10 Users 6-5565 9/V5 0 Paid to Paid to 3/31/09 3/31/09 Captovation 1 EC-IS-1000 Import Server 6-5565 9/V5.0 Paid to Paid to 3/31/09 3/31/09 ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. IMAGESOURCE, INC. City of Kent By: By: Its: Its: Date: Date: Support Services Agreement Authorized Addendum v 912512006 Page 1 ©ImageSource,Inc.