SERVICE SUPPLEMENT AND LICENSE SUPPLEMENT
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SFG
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TechnologIes
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Service Supplement
This Supplement is made a part of the License Agreement dated as of June 24, 1998, by and between SFG Technologies Inc. ("SFG") and
the City of Clearwater ("Customer").
N/A
TOTALS
EDUCATION: SFO shall provide or cause to be provided the education courses, including any materials (collectively referred to as "Education Materials"). listed
above, Customer agrees that the Education Materials have tangible value, contain valuable trade secrets, copyrights and contidential and proprietary information of
SFO or of any named third party.
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PROGRAM(S) TO BE INSTALLED AND TUNED
SFG Telephony Integration Suite
TOTALS 35,000
INSTALLATION: The Program(s) is deemed to be installed, when the Program has been loaded onto the system hardware and is turned over to Customer as ready for
testing and implementation, or as provided in the Statement of Work, whichever comes first. Unless otherwise provided in the Statement of Work, SFO is responsible
for the first installation and Customer is responsible for each installation thereafter, along with file and data conversion, changes in systems administration or
operational procedures. changes in operating system setup and user access, changes in user procedures, changes in internal support and cutover to operational use.
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FEES
On-site support 15,000
TOTALS 15,000
SUPPORT: Until the expiration of Warranty for each Program, Customer will direct all support calls to the Project Manager, Technical Specialist and/or Application
Consultant assigned to Customer, otherwise following the procedures outlined in the License Supplement. Each incident during this time will be charged by the number
of hours of a day required to resolve the issue, In the event that a Severity I problem occurs and none of the abovementioned project personnel are available, Customer
may telephone the SFO Helpline. The fees for Support selVices are summarized above.
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FEES
10,000
Custom outbound caIling and "screen-pop" ofUMS
TOTALS 10,000
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FEES
N/A
TOTALS
STATEMENT OF WORK: The Statement of Work shaH be mutually agreed upon by both parties and shall include all the services that are available,
including the fees for those services listed in the Statement of Work and in this Service Supplement. No changes or revisions to the Statement of Work
or obligation for payment of additional fees will be made except in writing. SFG will perfonn all services in a manner and according to the standards
observed by a competent practitioner of the profession in which SFG is engaged. All deliverables will be prepared in a workmanlike manner and will
conform to the standards of quality normally observed by a person in SFG's profession,
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FORCE MAJEURE: Neither party will be responsible for any failure to perform hereunder due to unforeseen circumstances or due to causes beyond
the non-perfonning party's reasonable control, including, without limiting the generality of the foregoing, acts of God, war, riot, embargoes, acts of
government, catastrophe, fire, flood, accidents, strikes, shortages of transportation, fuel, energy, labor or material acts of a public enemy.
FACILITIES AND EQUIPMENT: Customer will provide SFG the following documents, access. facilities, services and site information:
a) Access to files and documents which are a product of the system to be replaced or generated by the Program(s).
b) Information relative to Customer's hardware and software on which the Program must run or with which the Program must interact.
c) Access to Customer's computer facilities, related software, work areas and equipment at times and on days approved by Customer. Customer
agrees to enable SFG remote access to Customer's system for the purposes of problem diagnosis and file transfer.
d) Personnel, facilities, equipment and time for training, installation and other services to be performed by SFG,
e) A representative with authority to approve the plans and deliverables described in the Statement of Work.
PAYMENT TERMS: All fees shall be paid within forty.five (45) days after the invoice date in accordance with the Florida Prompt Payment Laws.
SFG shall pay all applicable SFG shipping charges. Customer shall pay applicable taxes, except for SFG's income and corporate franchise taxes. .In
addition to the fees tor services separately listed above, Customer shall reimburse SFG for all reasonable travel and living expenses incurred by SFG iri
rendering all services. All travel will be in accordance with SFG's published travel policy in force as of the date of the original June 24. 1998
Agreement, as incorporated by reference into that Agreement. Travel and living expenses billed to Customer shall not exceed $10,000 total. Customer
shall reimburse SFG for all reasonable costs incurred (including reasonable attorneys' fees) in collecting past due amounts owed by Customer. Upon
execution of this Supplement Customer shall pay seventy percent of the initial fees for the Telephony Integration Suite Installation and Modifications
for the benefit of the Customer, fifty percent oflhe fees for On-site Support Services. The remaining thirty percent ofInstallationffuning Services are
due upon installation of software. The remaining fifty percent of On-site Support Services will be billed as incurred durinE the implementation phase
of the project. The remaining thirty percent of Modifications are due upon completion of Acceptance Testing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the te se
h above.
By:
SFG TECHNOLOGIES INC.
Countersigned:
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By:
Approved as to form:
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.JoI1nCarassas
Assistant City Attorney
Attest:
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H a E. Goudeau
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SFG
Licen~e Supplement
This Supplement is made a part of the License Agreement dated as of June 24, 1998, by and between SFG Technologies Ine. ("SFG") and the
City of Clearwater ("Customer").
SFG Telephony Integration Suite
35
95,000
TOTALS
95,000
SoundLogic Suite
35
N/A
N/A
TOTALS
N/A
N/A
N/A
SITE: The server portion of the Program(s) will be installed at the City of Clearwater,
SUPPORT AND MAINTENANCE: For six (6) months from Acceptance Test completion, Support for SFG Programs shall be provided as a billable activity
described in a Services Supplement, and Maintenance is provided at no additional charge to the Customer. Thereafter, Customer, by payment of the then current
Support and Maintenance Fee, may renew Support and Maintenance so long as SFG makes Support and Maintenance for the Program(s) available to its customers in
general and so long as Customer remains current on Support and Maintenance. The Support and Maintenance Fee for the Program(s) listed on this License Supplement
will not increase for a period of five (5) years from the date of this agreement. The amount of annual increase in the Support and Maintenance Fee after this five (5)
year period shall not exceed five percent (5%) compounded annually,
PAYMENT TERMS: All fees shall be paid within forty-five (45) days after the invoice date in accordance with the Florida Prompt Payment Laws. SFG shall pay all
applicable SFG shipping charges, Customer shall pay applicable taxes, except for SFG's income and corporate franchise taxes, Customer shall pay 70% of the Total
Fees for SFG Programs upon Customer's execution ofthis Supplement. Customer shall pay 15% upon first live use of the program. Customer shall pay the remaining
15% of the Total Fees for SFG Programs upon completion of Acceptance Testing, but not later than the end of the Warranty period, All payments shall be in United
States Dollars,
ACCEPTANCE TESTING: Customer shall have forty-five (45) days from the date of first use in live operation (the initial testing period) to perform reasonable tests
to verify that there are no material deficiencies in the Program(s), In the event that a Program is found to contain material deficiencies, Customer shall notify SFG in
writing, specifying the nature of the deficiencies, SFG shall have thirty (30) days to correct the deficiencies. SFG shall notify Customer in writing when the
deficiencies have been corrected and the provisions of this paragraph shall again apply. A Program shall be deemed to be accepted upon the expiry of the initial testing
period or of any repeat testing period, if no notice of a material deficiency has been delivered by Customer to SFG during such period(s), The repeat testing period will
be forty-five (45) days or the remainder of the testing period, whichever is longer. If after two retests, the Program is found to possess material deficiencies, Customer
may invoke the penalties provided in the Warranty.
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PR~BLEM DIAGNOSIS: So long as Customer remainsl:rrent on maintenance, SFG wiII provide problem diagnosis .lr a Program and, where possible, wiII supply
com:ctions for problems that SFG diagnoses as defects the Program, Upon receipt of notice from Customer 6fnonconformance between the Program and
Documentation, SFG shall use reasonable efforts to correct or circwnvent the problem, Any corrections to the Program will be made only to the most current, generally
available release of the Program. SFG will perform these services in a timely manner consistent with the urgency of the situation, The following general guidelines
wiII be followed:
a) $everitv I: A critical problem has been encountered such that the Program is inoperable, SFG will respond immediately to diagnose the problem. SFG and
Customer personnel will work diligently and use all reasonable efforts to correct the problem.
b) Severitv 2: A probll"Tll has been encountered that does not prevent use of the Program, but both SFG and Customer agree that the Program is not operating
correctly. SFG will diagnose the problem and advise Customer of a work-around as quickly as possible, and SFG will correct the problem in the next Program
release. Customer ,may request SFG to provide a patch to the Program outside the normal release and quality assurance processes.
c) Severity 3: A minor problem has been encountered. The Program is usable but could be improved by correction of a minor defect or usability enhancement. SFG
will assess the problem and, depending OD priorities, schedule a fix for the next release, advise Customer that this will not be corrected, or offer this change to
Customer as a chargeable modification.
GEOGRAPHIC TERRITORIES: Use of the Programs licensed hereunder shall not extend beyond the boundaries of the United States and Canada
GOVERNING LAW: The Agreement shall be governed by and construed under the laws of the State of Florida
HOURS OF SUPPORT: Support wiII be provided seven days a week, twenty four hours per day.
THIRD PARTY PRODUCI'S: The Use of any third-party product delivered to Customer by SFG that is not in a sealed package containing a "shrink wrap" license
shall be governed by the terms of the License Agreement. The Use of any third-party product delivered to Customer by SFG in a sealed package containing a "shrink
wrap" 1icense shall be governed by the terms of the license agreement contained within the sealed package. Notwithstanding any terms and conditions set forth in the
License Agreement, SFG shall have no responsibility for such Programs, and all problem resolution and support for such Programs shall be obtained by Customer from
the applicable vendor. Unless specified otherwise herein, Customer's Use of any third-party product is intended to be run-time and is not a full-use license.
USE OF DATABASE: The embedded development and nm-time version of the Database. if any, is limited to Use with, and modification of, licensed SFG Programs
and tools only. Customer's right to Use the embedded development and run-time version of the Database is limited to Use in conjunction with licensed SFG Programs,
unless Use is required for purposes of systems administration, In the event Customer desires to Use the Database for any other purpose, Customer shall obtain a full-
use license.
USERS DEFINED: For purposes of this Supplement, unless specified as "Named Users", users shall be the number of users capable of using the Program(s) at any
time.
TERM AND TERMINATION: This Supplement shall be effective from the date set forth below, For clarity, unless specified otherwise herein, the license granted
for the Program(s) wiII be perpetual, unless terminated earlier as provided in the License Agreement or this Supplement. If either SFG or the Customer ceases to
conduct business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for
its business or assets or avails itself of or becomes subject to any proceeding under the bankruptcy or insolvency laws, or any other laws relating to insolvency or the
protection of rights of creditors of any jurisdiction, then, at the option of the other party and on five (5) days prior written notice, the license granted by this Supplement
wiIl terminate,
PAYMENT OF SUPPORT AND MAINTENANCE FEE: Six (6) months after the completion of Acceptance Testing, the Customer will be billed by SFG for the
Support and Maintenance fee in advance for the foIlowing twelve (12) months, The Customer shall reimburse SFG for those charges in twelve (12) equal monthly
payments. Failure to make a required payment within ninety (90) days would cause the full balance for that year to beco due. Remaining years of the agreement
would continue on a monthly payment schedule with the same ninety (90) day payment requirement as stated a e.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date
By:
Countersigned:
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Brian J. Aungst
Mayor-Commissioner
By:
Approved as to form:
Attest:
Assistant City Attorney
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