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ANNUAL SOFTWARE SUPPORT AGREEMENT Customer: Installation Location: Invoice to: Contact: Telephone: Term Commences: I I Identitech, Inc. Annual Software Support Agreement City of Clearwater 100 S. Myrtle Ave Clearwater, FL 33756 City Clerk Office 112 S Osceola Ave. Clearwater, FL 33758-4748 Attn: Susan Stephenson 727-562-4097 Object Server Security Key No.'s: 25 1 1 1 1 1 1 Quantity ID# No.Description Combined Client Access License Object Server Enterprise Print/Fax Server Net FYI Automate Server FYI AS Full Text OCR Plug-in Excalibur Retrievalware workgroup server (25 users) Cost $5,697,00 2,250.00 630.00 1,800.00 540.00 161.10 3,150.00 G RAND TOTAL..................................................................................... $ 14.228.10 Rev 06/03/99 FYICOMB-3 FYIOS-3 FYIPRTFX-3 NetFYIS-3 FYIAUTO-3 FYIASOCR-3 FYIRWW-3 ""Void ifnot executed within 30 calendar days/rom: 06/07100"" 02 J/ b ':r-l)c~ (1) I I 1. Coverae:e. IDENTITECH, INC. ("ldentitech") shall provide the Customer technical support at the specified installation location for the Standard ldentitech software products. The annual subscription fee shall cover only the maintenance for the Standard ldentitech software, (referred to herein as "ldentitech software"); maintenance for any ldentitech Custom Software shall be provided under this Agreement only upon written pre-authorization from ldentitech, and shall be billed on a time and materials basis. 2. Definitions. (a) Updates: Changes, modifications and improvements to ldentitech software which could affect its operating performance or efficiency, but which do not alter its basic functions. (b) Enhancements: Changes and additions to ldentitech software, which render it capable of performing add-on related basic functions. (c) Release: A subsequent version of an ldentitech software product that incorporates updates, enhancements, and patches selected by ldentitech for incorporation into the basic product configuration. (d) Patches: Minor changes to the ldentitech software or operational techniques which alter performance characterizations which do not affect run time but which detract from optional Customer application of the ldentitech product. (e) Technical support: Telephonic and other consultative assistance provided by ldentitech to enable Customers to optimally utilize the ldentitech software product. 3. ScoDe of Services. (a) Software Subscription Service. ldentitech shall provide the Customer, on an ongoing basis, all updates, enhancements, new releases and patches developed for the ldentitech software product covered by this Agreement Customer agrees to promptly install any update, enhancement, new release or patch provided by ldentitech pursuant to this Agreement. ldentitech's obligation to continue to provide service hereunder is conditioned upon Customer installing the latest version of the ldentitech software within one year of delivery to Customer, including any updates, enhancements, new releases or patches. Notwithstanding the one year time frame, if Customer has experienced an error and ldentitech has resolved said error through an update, enhancement, new release or patch, 2 Rev 06/03/99 ".Void if not executed within 30 calendar days from: 06/07/00." I I Customer shall have the obligation to install such update, enhancement, new release or patch in order to receive further support for the error. (b) Technical SuPPort. Customer shall, at all times, maintain two (2) technicians trained on the Identitech Software. For each reported problem, the technicians will provide first level support to the users. If the technicians are unable to resolve the problem after providing first level support, the technicians will contact Identitech directly for additional support assistance in resolving the Customer's problem. Identitech shall provide the technicians with technical support through telephone and/or electronic ("email") consultative assistance during the term of this Agreement. Identitech shall provide such technical support during Identitech's normal work hours of 8:00 a.m. to 5:00 p.m., Eastern time, Monday through Friday, excluding the following holidays: New Year's Eve, New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the following day, Christmas Eve and Christmas Day. (c) After-Hours SUl>port. Outside Identitech's normal work hours, Identitech shall provide the technicians with technical support via pager during the term of this Agreement. Identitech will respond to the technicians as promptly as possible, with a target response time of thirty (30) minutes, but in no event more than one (1) hour from the time the page is received. 4. Exclusions. The service requested or required to be performed as a result of the following conditions is beyond the scope ofthis Agreement and is not included in the scope of services. (a) Changes or alterations to or relocation of any equipment or software with which the Identitech software product performs, unless Customer has notified Identitech and the change, alteration or relocation is consistent with Identitech's published hardware/software matrix, (b) Any negligent act attributable to the Customer, its employees and agents, such as misuse, neglect, abuse or accident, as well as failure to provide and maintain a suitable operating environment in conformance with established cleanliness, temperature, and humidity specifications. (c) Any system or operational failure not attributable to the Identitech software product, such as failure of external electrical equipment, including air conditioning, or the failure of any equipment or software not furnished or maintained by Identitech. 3 Rev 06/03/99 ".Vo;d ifnot executedw;th;n 30 calendar days/rom: 06/07/00." I I (d) Any inclusion or addition to the FYI system of non-supported hardware or software configurations as defined in Identitech's most current statement of supported hardware and software configurations. (e) Any system or operational failure resulting from any application or function of the Identitech software for which it was not designed, (f) Technical support performed at Customer's site as a result of a system problem or malfunction not caused by an Identitech product for which service is provided under this Agreement. (g) Legacy System - an Identitech supplied system that was released by Identitech more than twelve calendar months ago, (h) Previously resolved errors - an error that Identitech has resolved through an update, enhancement, new release or patch and Customer has failed to install such update, enhancement, new release or patch. 5. Term. (a) The term of this Agreement shall be for a period of five (5) years from the commencement date hereof. Thereafter, this Agreement shall be automatically renewed on an annual basis, subject to earlier termination as described in Sections 5(b) and 5( c), or unless either party notifies the other party in writing ninety (90) days prior to the end of the original term or renewal term. Renewal of expired agreements may be subject to additional fees in accordance with the current Identitech Price List. (b) Either Party may terminate this Agreement if a default by the other Party under this Agreement remains uncured for more than thirty (30) calendar days after the defaulting Party is notified in writing of the default. Failure to pay for undisputed charges is a default of this Agreement. (c) Identitech may terminate this Agreement by written notice in the event the Customer makes any assignment for the benefit of creditors, admits its insolvency, is adjudicated bankrupt or insolvent by any court of competent jurisdiction, any trustee or receiver is appointed for Customer or for any of Customer's property, or Customer files any involuntary petition under any bankruptcy or similar law providing for Customer's reorganization, dissolution, liquidation or winding up. 6. Payment and Fees. (a) The fees for software subscription service and technical support shall be calculated each year as a percentage of the total price of software purchased by the Customer. For the first two (2) years of this Agreement, the fees shall be 18% of 4 Rev 06/03/99 ".Void if not executed within 30 calendar days from: 06/07/00." I I the software price. Thereafter, Identitech shall have the right to increase fees in an amount not to exceed 5% of the previous year's fee. Identitech will provide Customer with sixty (60) days written notice prior to any increase in the annual fee. The first year's payment shall be made in full upon execution of this Agreement, and subsequent annual fees shall be due on or before each renewal date, . If, at any time, Customer purchases additional software, Customer shall pay software subscription service and technical support fees for such additional software at the then current rate, prorated to the next annual payment date. The additional software will thereafter be included in the calculation of subsequent annual fees. (b) It is the intent of the parties that Customer's use of after-hours support will be minimal. The parties hereby agree, notwithstanding anything herein to the contrary, that if Customer's use of after-hours support is more than intended, then the parties will negotiate an additional fee for after-hours support, (c) In the event Identitech is required to send personnel to Customer's site to provide technical support to correct any apparent problem or malfunction of the Identitech product and it is determined that the problem or malfunction did not occur as a result of the Identitech product, Customer shall reimburse Identitech for all costs and expenses, including labor, incurred as a result of providing such support at the Customer's site. Labor will be billed at Identitech's then current prevailing hourly rate. 7. Taxes. All prices for Identitech software subscription service and technical support are exclusive of any federal, state, and local sales, use, or excise taxes. Customer agrees to pay any such taxes levied as a result of this Agreement and any renewals, regardless of whether the applicable tax was in existence upon the first day of the initial term or any renewal term. 8. Limit of Liabilitv. In the event Identitech fails to perform its obligations under this Agreement, Identitech shall have no liability to Customer beyond general money damages in the amount not to exceed the charges paid by the Customer for service for the initial term or renewal term in which the failure to perform occurs. Identitech shall in no event be liable for any incidental, special, or consequential damages of any nature whatsoever, including, but not limited to, loss of use, loss of media or data, or loss of profit. Identitech's obligations and warranties under this Agreement are in lieu of all other warranties, expressed or implied, and of all other obligations for liabilities for damages. 5 Rev 06/03/99 ".Void ifnot executed within 30 calendar days/rom: 06107/00." I I 9. Force Maieure. Identitech shall not be responsible for failure to perform, or delayed performance of its obligations hereunder to the extent that such failure is due to causes beyond Identitech's control and occurring without fault or negligence of Identitech, such causes including, but not limited to, acts of God, war, acts of any government or any subdivision thereof, fire, explosions, epidemics, quarantine restrictions, riots, strikes, labor disputes, lock-outs, embargoes, severe weather conditions, delays in transportation, shortages or materials or delays of supplies or subcontractors, or similar causes. 10. General Provisions. (a) Total Agreement. This Agreement supersedes any prior agreements, written or oral, between the parties and contains the entire understanding between the parties relative software subscription service or technical support and, except as provided herein, may be amended or altered only by execution of an instrument in writing. (b) Waivers. In event of any default by Customer, Identitech may decline to perform any further maintenance and service without in any way affecting its rights under this Agreement. If, despite any default by Customer, Identitech elects to continue to perform service, its actions shall not constitute a waiver of any default by Customer or in any way affect Identitech's legal remedies for default. (c) Indemnification. Identitech shall not be liable for, and Customer hereby indemnifies and holds Identitech harmless for any and all loss or damage, direct or consequential, to Customer, its employees, agents, and third parties, which may arise as a result of the performance of any obligations under this Agreement. (d) Attornevs' Fees and Collection Costs. If either party employs an attorney or collection agency, or both, as a result of the other party's failure to perform its obligations under this Agreement,the non-performing party shall pay the performing party the amount of such fees incurred in addition to any other relief to which the performing party may be entitled. (e ) Unenforceable Provision, If any portion of this Agreement shall be determined to be invalid and unenforceable, the remainder shall be valid and enforceable to the extent possible. (f) Assignment. Customer's rights and obligations under this Agreement shall not be assignable by Customer, in whole or in part, by operation of law or otherwise, without the prior written consent of Identitech. Customer agrees to purchase and Identitech, Inc. agrees to furnish, at the installation location specified, Service on the above-listed Identitech Software in accordance with the terms and 6 Rev 06/03/99 ".Void ifnot executed within 30 calendar days/rom: 06107/00... , , . . "" I I conditions specified herein. Customer represents that he has read this Agreement, including terms an conditions, understands it, and agrees to be bound thereby. CITYO CLEARWATER IDENTI~ $ Signatu Michael J. Roberto Nicholas 1. Lewis Printed Name of Signature Party City Manager Title SVP Ooerations Title Date iP!r 7/ deoV I ~ 17) 00 Date Countersigned: Identitllch Interna' Revlew..Mr- ~~ Mayor-Commissioner Approved as to form: Attest: C~ John Carassas Assistant City Attorney 7 Rev 06/03/99 ...Vold lfnot executed within 30 calendar days from: 06107/00".