Loading...
HomeMy WebLinkAboutCAG2002-0420 - Extension - ImageSource, Inc. - Support Services Agreement Renewal - 04/01/2009 records M eme KENT Document WASHI.GTON 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 City Clerk's Office. Vendor Name: 1w•cSc,Saw (=¢ 3kic- Vendor Number. 3? S�z{ )D Edwards Number Contract Number: b9— m/ This is assigned by City Clerk's Office Project Name: �aC✓tee^� - �rC SalTk/w� <<�{ ? Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ❑ Other: Contract Effective Date: cl1( (ZJ O f Termination Date: Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: 1(r^ M(feeno7 Department: 1 T Detail: (i.e. address, location, parcel number, tax id, etc.): S:Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 4W a Imagesource --- ' ►sA -,- Support Services Agreement Annual Software Assurance Professional Services and Maintenance Annual Hardware Maintenance City of Kent Imagesource 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 1,2009 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 4`h Ave SO Title. Sr Systems Analyst Kent,WA 98032-5895 Phone: 253-856-4606 Notices to ImageSource, Inc. ImageSource s address for notices pursuant to the General Provisions of this Agreement is: ImageSource,Inc. Attention: Contracts Office 612 51h Avenue SW Title: Contracts Administrator Olympia,WA 98501 Phone: (360)943-9273 Fax: (360)943-4449 Submitting Support Requests ImageSource encourages its customer partners to submit support requests via our support web form. The ImageSource support web form is directly linked to ImageSource's internal ProSync support tracking systems. By using the support web form the Licensee can dramatically reduce the amount of time spent gathering fundamental information regarding the support request. In the event that the support request form is unavailable or otherwise cannot be accessed, Licensee may use,and ImageSource will respond to,any of the following methods to submit support requests Support Web Form: http//www.imagesourcemc com/Support/ContactSupport/index.htm Support Email su1212ort2@imagesourceinc.com Dial in Support Request: 360-943-9273 Support Services Agreement v er3orzooa Page 2 0 ImageSource, Inc 4W /mmxsource 1. Annual Software Assurance ImageSource, Inc. ("ImageSource")will provide Software Assurance for the Solution subject to Licensee's payment of applicable Annual Software Assurance. Software Covered Under This Agreement ImageSource shall provide Software Assurance only on the items set forth in Exhibit A — "Annual Software Assurance Coverage". Software Assurance Services ImageSource shall provide the following services as part of Software Assurance: Software Assurance Services provides Customers with minor fixes,upgrades and updates(right-of-decimal)to licensed Software released during the maintenance period. Software Assurance 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)except 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 on 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 patches. 2. Professional Services & Maintenance (ProSAM) Professional Services&Maintenance("ProSAM")is a program that allows Licensees to purchase support hours at a reduced rate for the support of their Software or Solution. ProSAM services include the provision of information and assistance on technical incidents related to the installation,administration and operation of the Licensee's Software or Solution,as well as assistance in determining why the product may not be performing in accordance with the documentation(hereinafter and "Incident") ImageSource will provide ProSAM services for the Software or Solution subject to Licensee's purchase of the number of hours indicated in Exhibit A— "Professional Services&Maintenance". Support Services Agreement V513wzooa Page 3 0 ImageSource, Inc 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 update(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 provided 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 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 for all supported locations 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 errors or malfunctions. 3) Advice and assistance on completion of form to report errors or 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 appropriate back-up data. The support provided under this program does not include(unless specifically stated in the written agreement) duties normally associated with on-going LAN Administrator tasks,recovery of databases and/or data files 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.). Determining Severity and Response Commitments.When reporting an Incident,the Licensee will make the truhal determination of priority and include it in the request.ImageSource's 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 determined by ImageSource's support staff Below are the guidelines used to establish severity and ImageSource's response commitments: Support Services Agreement V&Sorzoos Page 4 ®ImageSource, Inc /magesour+ce Incident An incident is classified as An incident is classified as A Severity 3 Incident is A Severity 4 Incident is Severity 1 if the problem Severity 2 Incident where defined as an Incident 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 not 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 should be Resolution is deferred and report within the first to low Customer receives resolved within five is to be addressed when hour Problem should be a status report within four working days If Licensor time allows If Licensor resolved within four hours. Incident should be escalation is required 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,the Licensor. Licensor. resolve lies with the time to resolve lies with Licensor. Customer the Licensor. Customer receives a status report receives a status report every four business hours. 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 failure 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 determined to reside in the Licensor Software.ImageSource will use commercially reasonable efforts to provide the following solutions. Priority I Error Priority 2 Error Priority 3 Error ImageSource will work in earnest Support management will re,,iew 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&30/208 Page 5 0 ImageSource, Inc i Imagesource Professional Services- Hours of Coverage Except as otherwise provided herein, ImageSource shall provide the maintenance between the hours of 8:30am- 5:00pm, Pacific Time, Mondav through Friday,excluding ImageSource holidays as indicated in Exhibit B. All work performed outside the outlined support hours,will be billed at ImageSource 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 diagnostic 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 established ImageSource will provide telephone support to maintain the Solution and other customization pursuant to this Agreement. For the highest level of service,we recommend Customers submit incidents through the Web-based form In the event email or telephone contact is used to initiate a support incident the 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 incident,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 Tier 1 Leigh Woody 206.396.0318 leighw@imagesourcemc com Tier 2 Shad White 360 239 2142 shadw@imagesourceinc.com Tier 3 Terry Sutherland 360 239 6028 terrys@imagesourceinc.com Support Services Agreement v51301200e Page 6 0 ImageSource, Inc ImageSource Other Professional Services Available Under ProSAM The Licensee may request,that P/oSAM hours be utilized for any of the following services,and ImageSource will work with customer to schedule the requested services: Consultation Reinstallation Training Customization&Reconfiguration Design Analysts Project Management Minor Projects Solution Enhancements Upgrade Installation Update Installation WEB Development Documentation ImageSource reserves the right to add to or delete any or all of the above professional services without further notice to Licensee. ImageSource reserves the right to provide fixed-bid quotations 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 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 g g g response describing ImageSource'then existing diagnosis of the P Sn error or malfunction and generally outlining ImageSource'then 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 ImageSource employees for any Licensee located outside of the east and south Puget Sound area from Marysville 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. Automobile and air travel time will be deducted from the PioSAM program at 50% of the normal rate Documentation /Software Media Updates Upon request of Licensee ImageSource shall provide one machine readable copy of any revised or additional documentation describing the Licensed Program,which ImageSource makes generally available to other entities receiving Software Assurance from ImageSource. Support Services Agreement v5,3orzooa Page 7 ®ImageSource, Inc lmageSourre 3. Annual Hardware Maintenance ImageSource,in consideration of the annual maintenance charge provided for herein, agrees to provide Hardware Maintenance only to those items as set forth in Exhibit A"Annual Hardware Maintenance Coverage". Service Hours and Response Tunes Except as otherwise provided herein,ImageSource shall provide support 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 ImageSource most current overtime rate(not to exceed 150%of the then-current standard rate), one(1)hour minimum. What is Covered Hardware maintenance is defined to mean the physical repair of computers and related hardware covered under this agreement.ImageSource will provide qualified representatives or 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 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,pant 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. The services provided under this Agreement do not include 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 Parts required to make a repair will also be charged to include their handling, shipping and replacement cost. The services provided under this Agreement do not include the restoration of lost or damaged data or data files in any manner. The services provided under this Agreement do not include 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 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 date of this Agreement. ImageSource's Support Services Agreement V s30rz00e Page 8 0 ImageSource, Inc 4W & ImageSource 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 installation 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 In addition, any expenses or materials 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 maintain the equipment or have the equipment maintained 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 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 comply with the terms and conditions of all software and equipment manufacturer-licensing 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 WILLFUL MISCOUNDUCT 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. Support Services Agreement v&30a00a Page 9 0 ImageSource, Inc Imagesourcle 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 of the 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 to perform a specific task,including application software,which enables a user to perform a task, and system 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. (n) "Third Party Licensor" Software that is developed by a third party. 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 Agreement 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 Page 10 0 ImageSource, Inc s ImageSource Third Parties ImageSource,Inc. does not warranty work done by unauthorized third party vendors or contractors. ImageSource will not be held responsible for any malfunction or error resulting from third party services. In the event that Licensee engages a third party to perform maintenance,upgrades and/or performs services of any kind on items listed in Exhibit A the terms and conditions set forth in this agreement will be considered null and void. ImageSource will not be responsible to refund any monies paid for 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 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 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 furnish ImageSource reasonable access to the supported Equipment when performing service subject to Licensees 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 Hardware upgrades,Licensee agrees to follow reasonable release installation instructions, review system operations after installation, and report any problem detected as soon as possible. Reasonable storage and/or workspace at the Licensee's site will be provided to ImageSource as required Licensee acknowledges it has reviewed and accepts the software license agreement(s) (including those of Third Party Licensors)for all products listed in Exhibit A which has been provided to Licensee in electronic form Licensee agrees it shall be solely responsible for the compliant use of the products listed in Exhibit A according to those software license(s)agreement(s)terms and conditions. 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 court's opinion to render such terms or provisions enforceable, and the rights and obligations of the parties shall be Support Services Agreement V5/30/2008 Page 11 m ImageSource, Inc `4W rir+ ImageSource construed and enforced accordingly,preserving to the fullest permissible extent the intent and agreements of the parties herein set forth 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 upon such personal delivery; (u)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,customer 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 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 force maleure event occurs,the party delayed or unable to perform shall give 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 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 Support Services Agreement v 5/302008 Page 12 0 ImageSource,Inc 4W & ImageSource Reorganization without the consent of ImageSource and without affecting its rights and obligations under this Agreement. Licensee acknowledges and agrees that any reorganization of ImageSource that 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 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, 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 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. Support Services Agreement vWorc008 Page 13 0 ImageSource,Inc i Imagesourre 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. ImageSource City of Kent Authorized Si ature Au or ze Signature Print Name Print Name Title Title 3 Date Date Vot Support Services Agreement v5/30/208 Page 14 0 ImageSource, Inc. 4W r Imag►esource EXHIBIT A City of Kent Software Assurance Coverage —Coverage between 4/1/09 to 3/31110 D• . • . Cost,Unit Cost Brand Model Number-& Oracle 60 CC-101 Image Management License NA $389 62 $23,377 20 Oracle 1 CL-121 Client Site License NA $4,900 00 $4,900 00 EBR-ERP-001 Oracle 1 SW Adapter for JDE One World NA $6,000 00 $6,000 00 Oracle 1 EBP-LOB-001 Line of Business Link NA $2,800 00 $2,800 00 Oracle 1 AFT-MOD-025 Full Text Module 25KPPM NA $1,001 00 $1,001 00 Oracle 1 AFT-OVF-000 Full Text Overflow 1 Mil PPC NA $561 00 $561 00 Oracle 5 AFT-CLIENT Full Text Concurrent Client NA $22 00 $110 00 Oracle/Captovation 2 EC-ISIS-11 Scan for ISIS Level 1 NA $299 00 $598 00 Oracle/Captovation 6 EC-ST-0011 Scan for Adrenaline Levell NA $299 00 $1,794 00 Oracle/Captovation 3 EC-ID-1001 Index NA $425 00 $1,275 00 Oracle/Captovation 5 EC-ID-1002 Index NA $425 00 $2,125 00 Oracle/Captovation 1 EC-IS-1000 Import Server NA $715 00 $715 00 Ascent Capture 5K—Test PB61541/ Kofax 1 AE#VM01.005K $179 10 $179 10 System V7 5 Is 1 ILINX RS-V7 x Release Script of Kofax Ascent V7 x $1,650 00 $1,650 00 Capture 7 x to Oracle V7 6 Total for Annual Software Support $47,085.30 Support Services Agreement .s3WO08 Page 15 0 ImageSource, Inc i Imagesourre Professional Services and Maintenance — ProSAM —Hours do not expire until used Product,41 Hou Description ,, ,��,��$, ��n ProSAM 10 Professional Support Hours $185 00 Not Applicable Total for Annual Software Professional Support Not Applicable Remote Diagnostic Service —Coverage between 4/1/09 to 3/31/10 ProductDescription IS RAS Remote Access Service $940 00 Total for Annual Software Professional Support $940.00 Nexus Annual Conference —2009 Dates to be confirmed . . Descriptionos IS NEXUS 1 2009 1 Attendee $495 00 Not Applicable Total for Annual Software Professional Support Not Applicable Hardware Maintenance Coverage —Coverage between 4/1/09 to 3/31/10 Description Cost Model Total for Annual Hardware Maintenance Declined This Support Services Agreement will auto renew yearly. Support Services Agreement v&W2009 Page 16 0 ImageSource, Inc i Imwsourre EXHIBIT B ImageSource, Inc. Holiday Schedule NewYears Day------------------------------------------------------------------------------------------ PresidentsDay------------------------------------------------------------------------------------------ GoodFriday-----------------___ ___ ___---------------------________---------------------- MemorialDay-------------------------------------------------------------------------------------------- IndependenceDay------------------------------------------------------------------------------------- LaborDay------------------------------------------------------------------------------------------------- ThanksgivingDay----------------------------------_------------------------------------------------- DayAfter Thanksgiving------------------------------------------------------------------------------ ChristmasEve- ---------------------------------------------------------------------------------------- ChristmasDay------------------------------------------------------------------------------------------ Support Services Agreement v5/30/2008 Page 17 0 ImageSource,Inc REQUEST FOR MAYOR'S SIGNATURE \N:Ipr KFNT Please FIII in All Applicable Boxes W A 3 4 I N G 7 0 N Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator Jim McKenaey Phone (Originator) 4606 Date Sent- Date Required 1 Return Signed Document to `� Ir c(���n CONTRACT TERMINATION DATE: 3/31 /2000 VENDOR NAME: I magesource Inc DATE OF COUNCIL APPROVAL: 1 2/9/2008 Brief Explanation of Document Imagesource Inc has provided software maintenance and support for the city ' s document imaging system since 2001 . The attached Support Service Agreement ( SSA) is a recurring agreement that has not had a change in terms or conditions in the last four years . Information Technology accepts the terms and conditions as is and does not request formal review of the document . The maintenance renewal costs were included in the 2009 Budget and are below , the original figures . uuv) All Contracts Must Be Routed Through the Law Department (This Area to be Completed By the Law Department) Received: I Approval of Lak Dep(' LQ0�3 Law Dept. Comments* D -CA,) � j;C o —� Date Forwarded to Mayor: igD Shaded Areas to Be Completed by Administration Staff Received: Recommendations & Comments: Disposition: 9 L �d Date Returned Iage5870 • 31C