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Home My WebLink AboutC2007-011 - 1/23/2007 - ApprovedSOFTWARE MAINTENANCE AGREEMENT BF:TWEE!~: City of Corpus Christi 1201 ~eopard 5E. C'~~rpu, Christi_ ~~ exas 78401 (!-lere~inafter reterred tc3 as "L[CFNSEE") And INFOSOL, IN( . Two Allen Cen~ter (?00 Smith 16"~ Floor 1~ous~on. 'Texas'700? (Here~nafter reterred tc~ as "LICENSOR") TE~RM: 1-O1-2007 to 12-31~-2007 WHEKEA~. LICENSOR has licensed to ~..tCFNSEE the software as specified in Schedule A and the LICENSEE wishe. to have LICF_.NSOR perform sot~ware maintenance services on the licensed software pursuant to the follow~ng terfns: ?~ [~EFINIT[ONS + 5of'tware. The term ~~Software" shail mean the computer programs in object code and source code and documentation including any~ c urrections, bug fixes. enhancements. updates or other modifications, including custom modifications. ~o ~uch computer programs and documentation for those products listed ir~ ~chedule A ofthis ~greement }~ S~stem. The rerm ~ystem" ~,hall ~nean all Suftware, maintenance, equipment, system or database managemem ~oftware. and other ;ervices provided by LICENSOR under the terms and conditions of the '~ottware License Agreement ! No~mal Bus~ness Hours. Norma Business Hours ~or LiCENSOR for purposes ofthis agreement are: '~Ionday througl~ Frida~ ~~(~0 am - S:OG p.m. C~T f xcluding LICENSOK's holida~ ; New Year's Da~ Memoria! Dav Independence I)a~~ Labor Da~ Thanksgiving Da~ Friday after Thanhsgiving Christmas F:ve Christrna~ Da~ (If a scheduled hokiday fialls on a weekend, it wiil be taken on either the previous Friday or subsequent Mond~y.} ~ t C:ritical incident. A pr~>blem or c rror has occurred that has caused the software or a major portion of the ~s~ft~~are to be inuperable. Z00'7-Ol 1 Ol,'23!0'7 M200?-(122 Infosrsl Pr~ority incident. A s~roblem crr error has occun•ed that does not prevent use of the product, but affects ? iCENSEF'~ abilit~ to conduct f~u;~ness. A workaround may exist, but is cumbersome or time ~itr~sumin~. !~ Nonprioritv incident A mino= prublem which may be cosmetic or may affeet usability, but for which rhere is an eas~ workaround. ! I. ~COPF C)F WORK ~. This agreement cover~. at no additional :~ost to LICENSEE Reasonable amounts ot coiisultation by telephone ro LICENSEE'S designated contact for questions eoncerning operation of software. LICENSEE'S designated contact must have attended LICENSOR'S training classes for the supported product(s). LICENSOR agrees to train up to six (6) employees of the LICENSSEF,' S as part of this initial agreement. Once those six have been trained additionaf fees w il1 be accessed accordingly as outlined in Schedule B of this document to be paid by the LICENSSEE Fixes for any errors or inronsistencies in the software, or failures of the software to perform in accordance with the License A~reement or software manuals notified to LICENSOR by LICENSEE during rhe terni of this agreement. I_.ICENSEE shall assist LICENSOR in identifying the circumstances in which such errors or inconsistencies were discovered and in providing documentary evidencr ~~f the ~~me. New releases to ~~xisting sc~ttware and related documentation. One major release annually and other releases as requ~red due t~> ~;hanges in State and Federal requirements and/or software error correcti~n Ej ltems not covered under this a~;reement will be bil(ed per LICENSOR's standard support charges. (_I~'ENSOR will notifi LICFNSF E when a request for assistance is not covered under this agreement and ~~vill be billable and will receiw~ apprc~val from LICENSEE before the services are performed. This agreer~ent does not coder~ Programming for customizrd dr:velopment or modifications requested by LICENSEE. - Operational problems with t~rodu4ts not covered by this agreement. ~ Errors caused by „ustomer ;nisuse uf the software. a Recover~ assistance necessa~y due to negligence of LfCENSEE or Acts of God. ~~ InstalLation expense for system enhancements, t~ Continuing education and trainin~. ' Non-critical suppurt calis initiated uutside of normal business hours. K Installation, maintenance, and training of hardware, operating systems, databases, and third party software ( ~ ustomization ~ LICENSEE shall ~>ubmit a~~ritten request for a~y custom work. _ LICENS(~R will r~eview the custom work requests and present LICENSEE with a written definition of customizing to be perfornied, a time schedule and a price quote. LICENSOR will hegin work only at~er receiving written confirmation by LICENSEE. 2 ~i~ ~~~}c~.nuRH:s >. 1_elecommunications L1CEN~EE shal( install and have operational at the time of software installation and during the term ~~f this agreement a PPP connection, or VPN, or a 56k modem and dial-up telephone line along with the required th~rd-party software for L[CENSOR'S use in diagnosing reported incidents. l,ong distance charge~ will be rwviewed annually and if they exceed 15% of the annual support fee for that v~ar an adjustrnent may be mad~ to ne~t year's annuai support fee. ~. Diagnosis and re~onse. L1C~ENSOR will provide problem diagnosis for incidents reported by LfCENSEF and will ,upply prc~~~ram fixes or solutions in a timely manner consistent with the urgency of thr problem LICF VSEE wi l sf:nd written documentation of the problem including its priority to i ;~'ENSOR. I Critical Incidents. LICEI~SOK will respond immediately to diagnose the problem. LICENSOR will work dili,~entlti vith LICFNSf:E to correct the problem as soon as possible. ' Priori[y Incidenis. Licen~or w~ill respond within two (2) hour of notification by LICENSEE to diagnose the pr~,blem. 1~~irhin tirrt_y-eight t48} hours, LICENSOR will either provide a solution to the pruhiem or it~utually a:;ree with LICEN~EE upon a schedule for implementation of a solution. Non-Prioritv lncidents. 1 iCE?~'SOR will respond within twenty-four (24) hours. LICENSOR will provide~ a solutitm to the problem in the nex~ release of the sot~ware. -3 LICENS(.)R anc~ LICENSE:E mav agree that problem investigation would be better conducted at LICENSF,E"S I~~cation. In che event that LICENSOR'S personnel travel to LICENSEE'S location, L1CF:NSEE wi(~ pay~ LICENSOR for travel and subsistence expenses. If LICENSOR, in its reasonable judgment, determine~ that a suspected error condition was attributable to a cause other than an error in the Software rhen Licensee will pay for 1.1CENSOR'S efforts on a time and mate-•iafs basis Escalation Process. if a problem is not addressed in a timely manner, LICENSEE may escalate the ,upport process by c~>ntacting the Customer Support Manager, then the Vice President of Professional ~ervices. and then the E'resident ) i TEKM ANU TEIZMINA ! ION ~. I erni. ~'he term r~f this agreement shall commence on 1-O 1-2007 and shall continue until 1?-31-2U07. Subsequent terms will be for a period of one year, after which either party on rhirty (3~~) days pr~ur written notice may terminate this agreement. L[CENSOR retains the ~•i~;ht to ~ncrease annual maintenancr fees at the beginning of each subsequent term. Should `_ICENSJR etect ic inerease annual maintenance fees, LICENSOR will give notice of such ;ncrease tc~ 1_,]CEN~EE thirty (30) days prior to the commencement of the subsequent term. h. Renewal This agreement may be r~enewed for successive, one-year terms upon the terrr-s arrd conciitions stated herein. At each subsequent renewal, the annual fee shall not increase nure than I S°~~ greater rhan the then current maintenance fee charged by LICENSOR to iC'F.Nti~~:E. c. ~crmination. Eithei~ party may terminate this agreement in the event of default by the other f~arty. Ir, the even~ of terrnination hy LICENSOR or default by LICENSOR, fees paid by ~_iCENSi:E for am. periud after the termination date shall be refunded by LICENSOR. In ~he event of termination bv LICENSEE or default by LICENSEE, any maintenance fees up io the termination ~iate shall become due and payable and fees previously paid shall not be ~ efundab!e, i-' ~~A`~ME~1 L ICENSEE shall pati to LICENSOR the annual rnaintenance fee designated for each product listed in Schedule A. Subsequent annuaf fees will be payable in advance. Ifthe annual support fee is not paid wrthin 90 days of the invoice date. this Software Maintenance Agreement shall be void. A reinstatement penalty of ~0°~0 of the invoice an~ount shal) be assessed in addition to the regular fee and must be paid in a~ivance in order to r~°instate thf agreement. V~ I ITi F A>>y changes, additions or enhancements in the furm of new or partial programs or documentation as may be provided under this agreement shafl remain the property of LICENSOR, are proprietary to LICENSOR and title thereto rema~ns with L:('ENSt)R. VI; t;ENERAI~ PROVISI(?NS ~. Assignment. Neither i,ICENSE~: nor LICENSOR shall assign or otherwise transfer any right of interest in th~s Agreement, in the Software, or any components of the Software, and expressly including, without limitation, the source code, in whole ur in part, to anyone, including any parent, subsidiaries, affiliated e-ztities or third parti<~s, or as part of the sale ot any portion of its business, or pursuant to any merger, ~ansolidation or reor~anizatior:. including by operation of law, without the other party's prior written c~+nsent 3. Entire A~reement. l his docun~ent and its incorporated documents embodies the complete agreement of tht~ parties hereto superseding all ora~ or written previous and contemporary agreements between the parties relating to matters here~r~ and. except as otherwise provided herein, cannot be modified withaut w~?-itten ageement of rhe parties ~everabilih. If any ~7rovision uf this Agreement shall be hetd to be invalid, illega] or unenforceable, the validity. legality and enforceahilih ~~t the remainin~ provisions shall not in any way be affected or i m paired. i~. Ge~verninQ Law: Venue. Thi~ Agreement and alf ofi the transactions contemplated herein shall be ~,overned by and construed in ~~ccordance with the laws of the State of Texas. The provisions and ~bligations of this Agreement are performable in Nueces County, Texas such that exclusive venue for any ~cTion arising out of this Agreenicnt shall be in Nueces Counh~. Texas. ~ Headin~s. The headings of this agreement are fur the convenience of reference only and shall not affect ~n any manner any of ~he terms and c-onditions hereof. ,. Noti es. All nutices ~ iven hereur~der will be sent registered, certified, or overnight delivery, addressed to hc~ other part~ at the address ~hown in the first paragraph of this Agreement or other such address as =~ither partv +nav speci~v in writin;. s=. insurance. L.ICENS( iR shall a~ Licensor's own expense, procure and maintain for the duration of this ~greement, insurance against cf;~fms for injuries to persons or damages to property which may arise from =~r in connection with the perfiormance ,~f the work hereunder by LICENSOR, its agents, representatives, ~~mp(oyees or subconUactors. ~~. ~~orce Maieure. Neither party ~,hall be in default nor otherwise liable for any delay in or failure of its performance under th~s Agreement if ~uch dela~ or fiailure arises by any reason beyond its reasonable ~~ontrol, including any act of Go~l. am acts of the ~ommon enemy, the elements, earthquakes, floods, ftres, c:~pidemics, or riots. The parties will promptly intorm and consult with each other as to any ofthe above .~auses, which in the~r judgment m~v ~~r could be the cause of a delay in the performance of this '~g.r•eement- lnsurance. I,icensor a,~;rees t~ con~~ply with the attached insurance requirements. VI![ ('~P~,RADF.S I ICENSEE will be `~iven proprr and timely written notice addressing upgrade issues. The LICSENSEE will have 3C~ days to reply to ~;uch notice. After 30 days, LICENSOR will allow the LICENSEE 120 mure days to install the upgraded sofiware. The LICENSEE is required to stay current on LICENSOR'S latest release of the Software. li LICENSEE chooses not to upgrade, then LICENSOR will have no other choice buc to discontinue roaintenance on Licensee's software. In order for the LICENSOR to provide thc "best'' and "leas~ expensi~e" support to all our LICENSEES, then LICENSOR requires that all i,+CENSEES stay current with ti~ur software. LICENSOR shall provide upgrades at no additional cost to I.tCENSEE. Shou1~1 LICEN~F.E ch~~ose not t~~ utilize the upgrade, L[CENSOR shall refund pro rata ;hare of the annual maintenancK tee 5 ~.. _ , _ ..,.. .~~ _ ti~ W ITNESS WHERE.OF, the parties ha;r caused this Agreement, which shail insure to the benefit ofand be bi~~ding upon the successors of ihe respeciive parties, for the term specified and any subsequent renewals. !N1~OSO[„ INC ; ) ;,. ~~1 - B? ,~ ~'~ ~ _ _ - - - ~ature~ ~ ~/ ~~ 1~ / ~ `/ e ~~.~ . L" R ~L' _ ~T . '~1amr _ !~ ~jlar,~c~. ; ~'It~e late 1~ 1 ~y ~ ~ ' l ; ~Y~~"'~."""~, - t~~d '"` J'-.iL..,. v`r ~ ~ d~~+~ - ~ ~~. -~ ~FC~ ~' ~ . ~. ~., :~. ~~ ,..:~. , ~~; ~~ . ~ . ~ ;, ~, .. ;~~~ _ - ~~ ~~~~ ~. C'ITY OF CORPUS CHRISTI By - Si~;natu : _ - - ~:=~i~,,~ ~ ~ ti ~ ~, Name ~.. ~ ~':._L(~~ ~~,iti'~ ~~ -- I T i~le ,- , ~~te: ~ ~. . ' ~ ~'~ ~ppr~ved aa to form; ~ 5 ~n~" , ~.~1,'~ .____ Lisa~r Assistant Ciry o~'~'Y ~or C~ty Attomey 6 SCHEDUI~F. A- SOFTWARE AND FEES I'rc>duct Annual Maintenance Fee A~nual Support for 47,413.41 COURTHOUSE CORPIJS CHRISTI MUNICIPAI, COL'RT S('HEDULE B- tiTANDARD SUPPORT CHARGES 2. 3. ~3. ~ Suppart from INFOSOL Off~ce: ~ ( u,tom Programmin~~ Reques: ~ $175.00 per hour B. Uatabase Pertic~rmance F,valuat~on $400.00 ~_' I~)atabase Administration Ser~~~ce~ $175.00 per hour D Hardware Support S~•rvice~ ~175.00 per hour L~. (>ther Services Not ( overed b~~ Maintenance Agreement $175.00 per hour On-Site Support: A (=~n-Site Customer will be bille~i: $200.00 per hour B Required parts and Material Actual Expense ~'. A U reasonahle travel related erpenses as described: •~;~~ravel by~ automohile from the time a Infosc>l technician leaves Infosol otfice until he/she returns Per Standard IRS Rate ~ ~ ravel time $50.00 per hour • Rec~uired air fare and car rental pa~d by Customer Actual Expense • It an overnight sta~ is required. reasonable iodging and meals ~-re paid b~ t'usto~r~er Actual Expense Communications (i.e. long distance and modem) charges pertaining to suppor-t Actual Expense Canti~uing Education and Training $1,000.00 per day at L[CENSEE"S facility Plus travel related expenses Invoice payment terms are'~1ET 30 llAYS. *Aii the ab~~ve pricin~ is subjuct to change with 30 days prior notice. 8 SCHEDUI,E C- DEFINITIONS AND EXAMPLES OF COVERED AND VON-('(1VERED SUPPORT TERMS Covered ttems: Vdhat is ~'Reasortable amounts of cons~~ltation b~ celeph~me:°' A Reasonable amounts o+~consultation is defined as the practical amount of time necessary to assist a fully ~tatfed cour-t and application trained person in resalving operational questions concerning the software. yuch questions rnay c<~nsist of~ i I;~ How do I run a part~icular function within the program and how often? ~?) Where do 1 find a}~articular function within the program? ~ 3; What data element~ are required in a specific area of the program? B `~eiephone guidance f~zr untrained empl~iyees will not be provided under this ageement. !nfosol :)perational Enhancements which are cc~tiered A =~n operational enhancement fs a change to a current feature of the software making the feature easier to ~,sr~ [t could have zxpanded capabilities. fmproved audit trails, stronger user control, or all of the above. An c-xample includes: s I; C;overed enhancement would include any enhancement request, which is approved by the Infosol ~nhancement comn~ittee as a.aluable addition to the software package for all or a majority of the ~ulients ~tate Required E;nhancements: A `'he State mandated a r~ew repon a change to an old report, or the capture and maintenance of new data ~lements. An example ~ncludes: ~!) State requiring the .~ollection .~f administrative and education cost for law enforcement officers. +. tie~ features or ~~lodules purchased hy 1_[CFNSEF, trom LICENSOR which were not original part of the base system and ;~resenth incorporated in this agreement, may ir.cur an additional maintenance fee but wil) be included under this ~naintenance agreement once purchas~~d. Not Covered Items: _. t«n~. Uistance 1 e[ephone Charges and Long Di~tance 'vlodem Charges for items not c~vered by this maintenance a:~reemerit with he charged at actual eapense. '. t. ustc~mized Prograinming: A C~ustom programming ~s performed at the request of the Customer for changes to a current program or the development of a new ur additional program. Examples include: i i} i'he software provides a stanciard data enh-y screen. The customer requests a modification to this ,creen. t.'_1 ~:'ustomer requests ~lefendant'; driver's license number be included on the cash list. >. ! his ~roduct under Another Hardware andior Sottware t~iatform: A tnfosol Software and third party product, must be ~ompatible with the operating system and hardware for ~a~hich the software is designed. I~:samples include: i!) t,ustomer operates a single us~r UOS version of [nfosol software, WordPerfect and Informix. [~) Customer desires to upgrade to a multi-user environment. This upgrade requires the purchase of the multi-user v~=rsion of the operating system, Infosol Software, WordPerfect and Informix. 4. lnterfiacin~~ 7~o Peripherals Such As Personal Computers. Terminals, Printers, Modems, etc. : a. Interfacing to peripherals require~ both hardware and software communication. The peripheral must be physically conneeted tcf the computer l~he operating system must be configured to support the peripheral. 9 ~ t)~erahoi~al Problems With Products i~ot Covered Bv ~~~ Support Agreement": '~. l he fnfosol Software h1aintenancs. Contract is solely for the support and maintenance of Infosol ~~~ftware and D(~ES N( >T include ?he si~pport or maintenance of other (customer owned) software or h~~rc~ware products. t~ E.rrors Related to l:ser Misapplicat~oi~- -a. E~-runeous erasure af data or programs and/or misapplication of data. An example is: t I ~~~;rasing data in erro~ or a wron~ date <m a large number of records requires Infosol to write a routine to recc~ver or correct the irformation .` Rzcover~ Assistance: A~ Rest~ring the system to a useable ~tate An examplz is; t~)~'he hard drive on the computer is damaged during relocation and/or an Act of God, requiring Infosol to rest~~re programs and/or data to a~-epairedJreplaced hard drive. ~3 E ,,~ntinuing E;ducatiun and Training: A. Education and training uf operati~nal andlor state enhancements, the purchase of additional modules, the p«rchase of a new relea,e or product capability. E~amples include: ( I) F.nhancements to the original w~4rsion purchase. (? ) Addition of a module not purchased at the time ~>f sale. i:~ )'~ew emplovees or additional u,er~s ~ Instaliation <~f Enhancements. A. lnstal(ations of enhance~nents whether operational or state required are provided by electronic media. These suftware changes must he loaded i~a the Customer's computer before operation of the enhanced program by the user. In loading the software changes, alterations to the database that stores user information may be required. (f s~, the Cuswmer's cul°rent database must be converted to the altered format before operation of the ~°nhanced program. f'he com~lexin c>f alterations and/or enhancements may require additional training. 10 4DDENDUM "A" 'TF:~T ENVIRONMEIVT: lnfosol will provide installation of software into a test environment prior to installation into production for a test period to he ~etermined by agreement ben~~een lirensee and licensor. Standards for the test enviroamrnt will duplicate production environment standards and will be used for testing and validation of the software prior t~z installation onto the production environment. INSURANCE REQUIREMENT3 ~ LICENSOR'S INSURANCE A. Licensor must not commence work under this agreement until all insurance required herein have been obtained and the City has approved such insurance. Licensor must not allow any subcantractor fo commence work until all similar insurance required of the subcontractor has been obtamed B L~censor must furnish to the ~.~ity's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager The City must be named as an additional insured for the General liability policy and a bfanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE 30-Day written notice of cancetlation, non-renewal, termination or material change and 10 day written natice of c~ncell~on is required on all certi~cates COMMERCiAL G~NERAL LIABILJTY including~ Commerciat Form _ Premises - Operations ., Prottucts/ Completed Operations ~ Contractual Liability :, Independent Contractors ~ Per~onallnjury __ _,. _ _ AUTOMOBtIE LIABILITY ~ OWNED, NON-OWNED or RENTED MINIMUM INSURANCE COVERAGE Bodily Injury and Property Damage Pe~ occurrence aggregate $500,000 COMBINED SINGLE LIMIT $1,000,000 COMBINED SINGLE LIMIT -- - ~._,_. -- --- WORKERS COMPENSATION Which compliss with the Texas Workers' Compensation Act and Section II of this exhibit EMPLUYERS LiAB ILITY ___ __ $500,000/$500,000/$500,000 PROFESSIt'~NAL LiABILITY including: $500,000 COMBINED SINGLE LIMIT f~overage provided must cover officers, directors, (Defense costs not included in face value of the policy) employees and ag,ents , ' EftRORS and OMISSIONS ! In the event of accidents of any kind, Licensor must furnish the Risk Manager with copies of all reports of any accident within (10) ten days if any accident. ADDITIONAL REQUIREMENTS A. L~censor must obtain workers' compensation coverage through a licensed insurance company obtained in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of lnsurance The coverage provided must be sufficient to assure that all workers` compensation obligation incurred by the Contractor will be prornptly met. B Certificate of Insurance: l2 ° The City of Corpus Christi must be named as an additional insured on the General L~abiGtV polic~~ and a bfanket waiver of subrogation is required on all applicable policies. ` If your ~nsurance company uses the standard ACORD form, the cancellation clause f bottom right? must be amended by adding the wording "changed or" between "be" and °canceled" and deletinq the words "endeavor to". and deleting the wording after "left". ` The name of the project must be listed under "Description of Operations" ' At a minimum, a 30-day written notice of cancellation, non-renewal, termination or material change and a 10-day written notice of cancellation for non-payment is required. E~ ff the Certificate of Insurance does not show on its face the existence of the coverage required by ~tems 1. B(1)-(6), an authorized representative of the insurance company must includF a letter specifically stating whether items 1.B. (1)-(6) are included or excluded 13