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HomeMy WebLinkAboutCAG2002-0420 - Extension - ImageSource, Inc. - Support Services Agreement Renewal - 04/01/2014 ecords M -gemer t , KENT Document WwaHIHGTOH 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: Image Source Vendor Number: 62265 JD Edwards Number Contract Number: I -T 1+09,J This is assigned by City Clerk's Office Project Name: Support Services Agreement Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: March 21, 2014 Termination Date: Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Mike Carrington Department: Information Technology Detail: (i.e. address, location, parcel number, tax id, etc.): Support Services Agreement: Annual Software and Hardware Assurance, Professional Services and Maintenance. 5 Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 4W lmageSource00 Support Services Agreement (SSA) Annual Software Assurance Professional Services & Maintenance Annual Hardware Maintenance L► 11nagesource` 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 Agreement Date: 4/1/2014 LICENSEE PHYSICAL LOCATION City of Kent Attn: Curt Ryser 2220 41h Ave SO Title: IT Systems Manager Kent,WA 98032-5895 Phone: 253-856-4642 LICENSEE BILLING INFORMATION City of Kent Attn: Curt Ryser 2220 411,Ave SO Title: IT Systems Manager Kent,WA 98032-5895 Phone: 253-856-4642 NOTICES TO IMAGESOURCE,INC. ImageSource's address for notices pursuant to the General Provisions of this Agreement is: ImageSource,Inc Attn: 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: htU2//www imagesourceinc com/Support/ContactSupport/codex htm ■ Support Email: supportWimagesourceinc corn ■ Dial in Support Request: 360-943-9273 1 Lr I ma esouCCe' 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(nght-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,Captans,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 support services,where available,will include: ■ Access to RSS feeds from support Blogs ■ Twitter feeds htt://twitter.com/ecrosupport ■ User Community resources made available through Linkedln Group hUp //wwwlmkedincom/groups?home=&2jd=1836164 ■ Access to any ImageSource released utilities and patches available http //downloads.ihnxcapture.com/User/Index.aspx ■ Additional services provided by ImageSource are provided only through the ProSAM Program as defined later in this section. PROFESSIONAL SERVICES&MAINTENANCE 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". 2 �.► 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• ■ Advice and assistance in diagnosis and identification of errors or malfunctions in the Licensed Program ■ On-site consultation on correction or detour of identified errors or malfunctions. ■ Advice and assistance on completion of form to report errors or malfunctions to 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 Seventy and Response Commitments.When reporting an Incident,the Licensee will make the initial 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. 3 imagesourm SEVERITY I INCIDENT SEVERITY 2 INCIDENT SEVERITY 3 INCIDENT SEVERITY 4 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 Seventy 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 to hours Problem should be Resolution is deferred report within the first hour. low. Customer receives a resolved within five and is to be addressed Problem should be status report within four working days If Licensor when time allows If resolved within four hours. hours Incident should be escalation is required for Licensor escalation is If Licensor escalation is resolved within two days. If resolution,the time to required for resolution, required for resolution,the Licensor escalation is resolve lies with the the time to resolve lies time to resolve lies with required for resolution,the Licensor. with the Licensor. the Licensor Customer time to resolve lies with the receives a status report Licensor Customer receives every four business hours a status 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 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 ImageSource will work in earnest Support management will review the Will be assessed for possible with the Licensor to provide an error to determine whether it will be inclusion in normal product release adequate workaround or patch to fixed in a patch release or in a cycles correct the problem. scheduled new version release of the licensor software. 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,Monday through Friday,excluding ImageSource holidays as indicated to Exhibit B. All work performed outside the outlined support hours,will be billed at ImageSource most current overtime rate(not to exceed 1SO%of the then-current standard rate),one(1)hour minimum. 4 Imatgeso rce, 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 OF •N CONTACT PHONE Tier 1 Jon Sutherland 360 239 1661 Ions@imagesourceinc com Tier 2 Terry Sutherland 360 239 3461 terrys@imagesourceinc corn 5 Ci Imagesourre• OTHER PROFESSIONAL SERVICES AVAILABLE UNDER PROSAM The Licensee may request,that ProSAM hours be utilized for any of the following services,and ImageSource will work with customer to schedule the requested services. ■ Consultation ■ Training ■ Design Analysis ■ Minor Projects ■ Upgrade Installation • WEB Development ■ Reinstallation ■ Customization&Reconfiguration ■ Project Management ■ Solution Enhancements ■ Update Installation ■ 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 ■ 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 • 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. TRAVELEXPENSE Onsite 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 ProSAM program at 50%of the normal rate. 6 ImageSource, 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. 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 TIMES 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 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,print kits,paper,toner,starter toner,fuser oil, fuser rollers,imaging units(after warranty),optical disk media,cleaning kits and drums are considered expendable supply items. 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 7 ImageSource` 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 to good working condition on the commencement date of this Agreement, ImageSource's 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. 8 4e lttla esource, LIMITATIONS OF LIABILITY EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCOUN DUCT 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. 9 11nagll'SOurce* GENERAL PROVISIONS DEFINITIONS ■ "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." ■ "Annual Maintenance Fee"shall be as set forth in Exhibit A ■ "Documentation"shall mean the manual(s)relating to the use of the SOLUTION delivered by ImageSource. ■ "Error"means an error/malfunction bug in the Solution which degrades the Solution or the customers use of the Solution. ■ "Correction"means the use of reasonable commercial efforts. ■ "Licensor Product Errors"Shall mean the failure of Licensor Software to conform in a material respect to the Licensor Product Documentation. ■ "Solution"means the software and/or hardware provided by,or supported by ImageSource and specifically listed in Exhibit A • "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 ■ "Customer"or"Licensee'means the entity or person Identified as the Customer in Exhibit A. ■ "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 ■ "Licensor"means the manufacturer of the Software. ■ "Incident"means Software or Solution is not performing in accordance with the documentation. ■ "Licensed Program"Software licenses covered under the terms&conditions of the licensor. ■ "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 anytime prior to this to discuss the renewal 10 4V I/t1'agesUurw 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 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 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 11 ImageSourceo If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid,illegal or otherwise unenforceable,the same shall not affect the other terms or provisions hereof or the whole of this Agreement,but such terms or provisions shall be deemed modified to the extent necessary in the court's opinion to render such terms or provisions enforceable,and the rights and obligations of the parties shall be construed and enforced accordingly,preserving to the fullest permissible extent the intent and agreements of the parties herein set forth 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 upon such personal delivery, (it)if by nationally recognized courier or mad 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 Asa Customer Partner we encourage attendance and participation During this annual event customers gam 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 MAIEURE 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 majeure 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 12 0 Ai ImageSourc E e 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. 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. 13 Imagesburcea AUTHORIZATION W 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 Signature u rized ignature Print Name Print Name Title Title 30 Date Da 14 Imagesource� EXHIBIT A City of Kent 1.1 SOFTWARE ASSURANCE COVERAGE —Covera e between 4 1 14 to 3 31415 e m, Oracle 60 CC-101 Image Management License 10g V7 $425 42 $25,525 20 Oracle 1 CL-121 Client Site License 10g V7. $5,354 36 $5,354.36 Oracle 1 EBR-ERP-001 SW Adapter for JDE One World 10g V7 $6,556 36 $6,556 36 Oracle 1 EBP-LOB-001 Line of Business Link 10g V7 $3,059.64 $3,059.64 Oracle 1 AFT-MOD-025 Full Text Module 25KPPM 10g V7. $1,093.79 $1,093 79 Oracle 1 AFT-OVF-000 Full Text Overflow 1 Mil PPC 10g V7 $612.14 $612 14 Oracle 5 AFT-CLIENT Full Text Concurrent Client 10g V7. $24.04 $120.20 Oracle/ 2 EC-ISIS-11 Scan for ISIS Level 1 10g V7 $325 70 $65140 Captovation Oracle/ 6 EC-ST-0011 Scan for Adrenaline Levell 10g V7. $325 70 $1,954.20 Captovation Oracle/ 3 EC-ID-1001 Index 10g V7. $463 61 $1,390 83 Captovation Oracle/ 5 EC-ID-1002 Index 10g V7. $463.61 $2,318 05 Captovation Oracle/ 1 EC-IS-1000 Import Server 10g V7. $780.82 $780 82 Captovation Capture 5K—Test System V9 Kofax 1 AE#VMOl-OOSK $17910 $179.10 PB61541 IS 1 ILINX RS-V7.x Release Script for Kofax Capture to $1,650.00 $1,650 00 Oracle V9 2 0 Total for Annual Software Support $51,246.09 15 d llttr9gf.soul . 1.2 PROFESSIONAL SERVICES AND MAINTENANCE-PROSAM Does not expire until used 7Totafor 10 Professional Support Hours $195.00 7Not pplicable ual Software Professional Support pplicable 1.3 REMOTE DIAGNOSTIC SERVICE —Coverage between 4 1 14 to 3 31 15 PRODUCTDESCRIPTION COST IS RAS Remote Access Service 1$1,02500 Total for Annual Software Professional Support $1,025.00 1.4 NEXUS ANNUAL CONFERENCE 2014 Dates to be confirmed PRODUCT •Ak DESCRIPTION RATE COST IS.NEXUS 11 1 1 Attendee $295.00 Not Applicable Total for Annual Software Professional Support Not Applicable 1.5 HARDWARE MAINTENANCE COVERAGE —Covera a between 4 1 14 to 3 31 15 • xa • • • k • EXTENDED r. Fujitsu 1 Fi-6140Z Color Scanner(Pro-Rated 12/10/14 to 600354 $99 00 $33.00 4/10/15) Total for Annual Hardware Maintenance $33.00 This Support Services Agreement will auto renew yearly. 16 & lmagesourceo EXHIBIT B IMAGESOURCE,INC.HOLIDAY New Year s Da ----------------------------------------------------- PresidentsDay—-----—-----—-----------—-----------------—-----------—----—---------------------------—---------—------------------------ Good Friday -- ----- ——----—--—---- ---- --- -- — —_—- -----— MemorialDay-----—--------------------------------—----—----------------------------------—---------------------------------------- Independence Day__-------_--------._._--- —-------- LaborLabor Day-------------------------------------------------------- Thanksgiving Day ----— —------—-------------------- _—__—--_ ----— --- DayAfter Thanksgiving----------—-----------------—--------------------------------------------------------------—--------------- ChristmasEve------- —---____—_—___— — --_----- --------------—----- ChristmasDay--------—---------------------—--------------------------------------—---------—-----------—---------— 17 • `�� � '`� � INVOICE lmageSaurce: Invoice Number P33871 Invoice Date Feb 17,2014 Page 1 612 Fifth Avenue SW Olympia,WA 98501 Voice 360-943-9273 Fax 360-943-4449 W Ship To: CITY OF KENT SOUTH 2204TH AVENUE SOUTH ER ATT CURT RYSER -5895 KENT,WA 9803275895 USA Customer ID Customer PO Payment Terms Sales Rep 1363 Net30 Days 2208 Quantity Item Dec n— I^ 'Chit Price Amount COVERAGE BETWEEN 4/1/14 TO 3/31115 60 00 BA-101 SOFTWARE ASSURANCE FOR ORACLE 42542 25,525 20 IMAGE MANAGEMENT 100 BA CL-121 SOFTWARE ASSURANCE FOR ORACLE 5,35436 5,35436 IM&BPM PRODUCTION CLIENT SITE LICENSE 1 00 EBP-ERP-001 SW ORACLE ADAPTOR FOR ONE WORLD 6,55636 6,55636 SOFTWARE ASSURANCE 1 00 EBP-LOB-001 MAINT ORACLE LINE OF BUSINESS LINK 3,05964 3,05964 SOFTWARE ASSURANCE 100 AFT-MOD-025 MAINT SOFTWARE ASSURANCE FOR ORACLE 1,09379 1,09379 FULL TEXT INDEX/OCR SERVER LICENSE,25K 1,00 AFT-OVF 1000-MS ORACLE FULL TEXT OVERFLOW 1MIL 61214 61214 SOFTWARE ASSURANCE — 5 00 AFT-CLIENT MAINT SOFTWARE ASSURANCE FOR ORACLE 2404 12020 FULL TEXT ENHANCEMENT LICENSE 200 EC-ISIS-11-MS SOFTWARE ASSURANACE ESCAN FOR 32570 65140 ISIS CONCURRENT USERS LEVEL 11 (126-225 IPM) 6 00 EC-ISIS-11-MS SOFTWARE ASSURANACE ESCAN FOR 32570 1,95420 ISIS CONCURRENT USERS LEVEL 11 (126-225 IPM) 3 00 EC-ID-1001-MS SOFTWARE ASSURANCE FOR EC INDEX 46361 1,39083 2-4 USERS 600 EC-ID-1002-MS SOFTWARE ASSURANCE FOR 46361 2,31805 Subtotal Continued Sales Tax Continued ■ ■ INX. TOTAL Continued �• INVOICE Imagesource R Invoice Number P33871 Invoice Date Feb 17,2014 Page 2 612 Fifth Avenue SW Olympia,WA 98501 Voice 360-943-9273 Fax 360-943-4449 Bill To: Ship To: CITY OF KENT CITY OF KENT 2204TH AVENUE SOUTH 2204TH AVENUE SOUTH ATTN CURT RYSER ATT CURT RYSER KENT,WA 98032-5895 KENT,WA 98032-5895 USA USA CustomerlD Customer PO Payment Terms Sales Rep 1363 Net30 Days 2208 3' ..ti'v f}4 Quantity Item Descriptlori hit Price Amount EC-ID-1002 100 EC-IS-1000-MS SOFTWARE ASSURANCE FOR 78082 78082 CAPTOVATION IMPORT SERVER 100 MR1800-0100 UPGRADE ASSURANCE FOR KOFAX 17910 17910 CAPTURE VERSION 8 X 5K LICENSE- TEST SN PB61541 100 ILINX RS-MS SOFTWARE ASSURANCE FOR ILINX 1,650.00 1,65000 RELEASE SCRIPT 1 00 IS RAS REMOTE ACCESS SERVICE 1,02500 1,02500 400 FUJITSU SCANNER MS S6140Z-AEPWNBD-1-FI-614OZ 1 YEAR 825 3300 ADVANCE UNIT REPLACEMENT MAINTENANCE(24 HOURS)-4 MONTHS PRO-RATED COVERAGE 12/10/14- 4/10M5 SN 600354 30 tg0-0 43�$(v t.� Subtotal 52,30409 4 1 Sales Tax yr, i�- �l 3�f. �' J 5 (i0 ILINX TOTAL b�r c c = = o o co « v \ \ 3 $ / L 0 Ln _ / � / Lo \ k/ m WE I # 77 $ co } (I- )_ § .. co O CD ® 5G o m ° 0 PI— ( / $ 22 d � $ f EoA % LO CO \ CN cn cn \ ( k m \ � ° / / \ co m _ < / m a) \ 0) / J� � / a / : » 0 0 0 > E G 5 ] � 2 § / § � 7 CD (a) 0 \ ( \ ~ 22 a 0- � \ ( o £ \ \ / \ \ \ $ 2 = $ a $ \ [ Lm Lm \ \ % $ ? gy § \ ( e § \ \ � / � / \ U < < - - -0 � k \ � \ § \ \ \ / = / = = o \ \ o qm m4G $ i / } co 7 ) / (D — E & \ ) CD2 % } { % / > / % j § 3 { Ew 0 0 k } & \ x 22 = >_ A 0 e _ [ § = : I co a �) @ \ 3 0 = co Q O \ - 0� CD 2 - k �22 © \ / \ , 7 RE & m a \ / \ � E2 \ « CL o _ � � / 53 § ` ¢ o 2 e2 � _ « m & — a REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes WA5HINGTON Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator C, uM Phone (Originator): Date Sent. 3 Iy ��l Date Required• 3 31 Return Signed Document to. CONTRACT TERM INATI N DATE: VENDOR NAME: �n, Q �.Q DATE OF COUNCIL APPROVAL: Brief Explanation of Document. _ �r�l� Q.. ,NY.�IC//N <�F./1r1l� BGnn�d MeA in'44-% 4.nue--e-- r' e-n 2w4 J I4� �.JJCL ✓Sv �r.!` SG�e^VieUS gas- k ,olw3 ��, ,�,i � ;A d e� �14 cy� OP Cd/7'f-G-rj All Contracts Must Be Routed Through the Law Department (This Area to be completed fay the Law Department) Received: RECEIVED Approval of Law Dept : MAR 19 2014 Law Dept. Comments: � KENT LAW DEPT. Date Forwarded to Mayor L RECEIVE) Shaded Areas to Be Completed by Administration Staff Deceived: CITY OF KENT Recommendations & Comments: Disposition: t r Date Returned- City cat Ke; .I lage5870 1105