HomeMy WebLinkAboutC2007-294 - 9/18/2007 - ApprovedVYSTA SOLUTIONS GROUP AGREEMENT FOR SOFTWARE & SERVICES
This Master Agreement, effective as of , 2007, is entered into by and between
Vista Solutions Group ("VistaSG") and the Ci of Corpus Christi (the "Customer") with the address of
1201 Leopard Skreet,Corpus Christi, Texas 78681. VistaSG and Customer hereby agree as follows:
This "Agreement" consists of the General Terms and Conditions, thase Attachments listed below which
are designated by Customer's initials (the "Attachments"), all schedules referenced herein or therein, and
all attacfi~ments attached hereto or thereto. All references to "Agreement" shall include this signature
page, the General Terms and Conditions and all such Aktachments, schedules and exhibits which are
indicated below. All ~uture orders from Cuskomer or any of its Affiliates to VistaSG shall be go~erned by
the kerms and canditions referenced herein, shall become effective upon acceptance by an authorized
VistaSG em{~Ioyea and shall ~pon acceptance be deemed part of this Agreement.
Attachments Customer's Initials
General Terms and Conditions
Sof#ware Support Atkachment
Software Sublicense Agreement
Praject Scope
Cosk Proposal
This Agreement constitutes the entire agreement between the parties on the subject hereof and
supersedes al! prior vr contemporaneous agreements, negotiations, representations and proposals,
written or oral. This Agreement does not operate as an acceptance of any confiicting kerms and
conditions and shall prevail o~er any conflicting provision of any purchase order or any other instrumenk
of Customer. This Agreement may only be amended, modified, supplemented, or de~iated frorrz by a
writing executed by an authorized VistaSG employee and Customer. By executing this Agreement,
Customer acknowledges that it has reviewed the terms and conditions incorporated into this Agreement
and agrees to be legally bound by khe same.
Accepted and Approved by: Accepted and Appraved by:
CITY OF CORPUS CHRISTI VISTA SOI.UTIONS GROUP, INC.
Signed:
Printed
Titie:
Date:
~
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Vista Solutions Gxoup
2007-294
09/18/07
M2007-249
. Jim Boying on, Jr.
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~ ATTEST. ~
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CITY SECRETAFt"
The DISCLAIMER OF WARRANTIES and LIMITATION OF LIABILITY set forth above produce
specific fegal rights. Customer may have other rights which vary from state to state. Some states
have laws which require warranty and liability rights different from those set forfh in this
Agreement.
5. Payment Terms. Unless otherwise expressly set forth in an Attachment executed by both
parties, all amounts shall be paid within thirty {30) days of receipt of invoice. VistaSG may charge
interest on overdue accounts and any other fees and expenses not paid as provided hereunder at
the rate of TWO PERCENT (2%} per month, commenced the date payment was due, or
maximum allowed by Texas law against municipalities, whiche~er is less.
8. Terminatian. Notwithstanding any other term or candition of this Agreement, VistaSG shall have
the right to terminate this Agreement upon the occurrence of any of the fpllowing events, and
any such events are not remedied ta khe reasonable satisfaction of VistaSG within twenty (20)
days after VistaSG has sent written notice ta Customer thereof: (A) Customer fails to perform or
observe any of its obEigations to VistaSG under this Agreement, inc~uding, but not limited to, the
timely payment of any sums dus VistaSG, {B) Cuskomer admits in writing its inability to pay its
d~bts generally as khey become due, or executes an assignment ar similar dacument for the
ber~efit of cr~ditors, {C} the appointmen# of a receiver, trustee in bankruptcy or similar of#icer for
the equity or asseks of Customer, and (D) there is an assignment of this Agreement withaut the
prior writken consent af VistaSG; (E} Customer informs VistaSG of its intenk not to comply with
the terms of this Agreement.
Notwithstanding any other term or conditian of this Agreement, Customer shall have the right to
terrninate this Agreement upon the occurrence of any of the following e~ents, and any such
e~ents are not remedied to the reasonable satisfaction of Customer within twenty (20) days after
Customer has sent notice to VistaSG thereof: (A} ViskaSG fails to perform or observe any of
its obligations to Customer under this Agreemenk; (B} Vis#a5G admi#s in writing its inability to
perform its obligations under this Agreement as they become due; (C) the appointment of a
receiver, trustee in bankruptcy or similar officer for the equity ar assets of VistaSG; {D} there is
an assignment of this Agreement without the prior written consent of Customer; and (E) VistaSG
informs Customer of iks intent not to comply with the terms of this Agreement. Custorner shall
have the right to terminate this Agreemen# with ar without cause upon 30 days prior written natice to
VlstaSG.
7. Confic~ential Information. Certain informatian, product development plans, methods,
techniques, drawings, pracesses, or portians thereof supplied by one party (the "Disclosing
Part~'} are trade secrets and Confidential lnformation ("Confidenkial Information") of the
Disclosing Party. The Software and the documentation thereof, are the Confidential Information
of VistaSG or its suppliers and are furnished solely to assist Customer in the use of the Software.
Confidential Informakion includes any non-public information that is of value to the
DiscEosing Party or is okherwise treated as confidential and which is disclosed to the other party
(the "Recei~ing Part~'). To the extent permitted under the Texas Public Information Act, the
Recei~ing Party agrees to hold the Confidential Information disclased by the Disclosing Pa~ky in
sfrictest confidence and not to, directly or indirectly, copy, distribute, or otherwise disclose the
Confidential Information ko any khird party.
The Receiving Party shall nat utilize the Cor~fidential Information for any purpose
whatsoever other than as expressly contemplated by this Agreement or any Attachment.
This obligation shall continue for the term of the applicable Attachment and far a period of three
years thereafter or such Ionger period of time as permitted by law. Should the City af Corpus
Christi receive a request far VistaSG information, City af Corpus Christi will notify VistaSG of the
req~test so that VistaSG may present its arguments for nondisclosure to the Office of the Attorney
General for the State of Texas in accordance with the Texas ~ublic information Act, Tex. Go~'t
Code Chapter 552, as amended.
$. Miscellaneous.
Consultant agrees to indemnify and sa~e harmless City, its agents, servants, and
employees, ("Indemnitees"), from any and all liabilities, losses, damages, or expenses,
including attorney's fees resuiting from the negligence of Consultant, i#s empfoyees,
officers, agents or contractors, while in perFormance of this Agreement.
Software Support Attachment
This 5oftware Support Attachment (hereinafter "Suppart Attachrnent") between VistaSG and Customer is
an addendum to the Master Agreement bekween VistaSG and City of Corpus Christi. Customer agrees to
the following terms and conditions which are incorporated in and made part of the Master Agreerr~ent.
The parties acknpwledge that the General Terms and Cond9tions contain provisians that govern the entire
relationship between the parties. Accordingly, in the e~ent of any conflict between the General Terms
and Conditions and this Support Attachment, the General Terms and Conditions shall contral and govern.
Vista SG agrees to provide to Customer the "Support Services" described below for the Official Records
software licensed to City of Corpus Christi (the "Ca~ered Software"), in accordance with the folEowing
terms and conditions:
1. Software Support Services.
A. Hours of Service Availability. Payment of the standard Support Fees (as defined in
Sectian 5.A) entitles Customer to Support Services during the Principal Period of
Mainkenance (PPM}. PPM is 8 hours a day, five days a week whi[e this 5upport
Attachment is in effect
B. Scope of Senrice. VistaSG will provide Support Services during the PPM as long as the
Covered Software is at the current or the next most current revision leve! and operated in
accordance with VistaSG's published specifications. Support Services are (1) telePhone
support to ~e[p resolve software issues during the PPM; resolution may be deli~ered as a
Software Maintenance Update (SMU), software bug fix module or workarounds; (2)
commercially reasonable efforts to report and test fixes to defects in the Co~ered
Software that ma#erially and ad~e~sely affect the efficiency ar use of the Covered
Software as described in VistaSG's written specifications; software program fixes will be
provided for the current release only; and (3) delivery and installation of all software
re~isions pravided by ~endors that VistaSG deems necessary with respect to the
Go~ered Software; and VistaSG will use its reasonable efforts to render Support Services
within a reasonable time.
C. Upgrades to Covered Saftware. ~uring the PPM, VistaSG agrees to deli~er to Customer
without charge any upgrades containing error corrections or enhancements of the
Covered 5oftware {"Upgrades"}. VistaSG may also offer ko Customer new versions of
khe Covered Software which contain additional f~nctionality, subject to an additional
license fee. S~pport Services do include installation or implementation of any Upgrades.
This would not include installation and training for newly purchased modules.
D. Service Limitations. Support Ser~ices are continger~t upon khe proper use of the Covered
Sof#ware in accordance with VistaSG's published specifications and do not include any of
the foitowing, in the sole discretion or determit~ation of ViskaSG: (1) service on Covered
Software inskalled in unsafe or hazardous environments; (2) service required by accidenk,
neglect, alterakions, improper use, ar misuse of the Covered Software, or as necessitated
by service or modifications attempted by non-VistaSG personnel; (3} service to a version
other than the current ar khe next most current version of the Co~ered Software; (4)
efforts to restore the software version andlor clata beyond the most recenk back-up; (5)
service related ko software (or components thereof) other than khe Co~ered Software; (8)
ser~ice related ta unqual9fied producks, either hardware or software, that are attached or
5. Support Fees
A. Definition. "Suppork Fess" are the total annual charges designated as such on Schedule
A during the initial term. After the initial term and upon thirty (30 days written notice,
VistaSG may change the Support Fees to its standard support fees then in effect. If the
Support Fees are increased, Customer may terminate service as of the efFective date of
such increase, upon thirty (30) days acivance written natice to VistaSG.
B. If Gustomer does not terminate service as just stipulated, khe new Support Fees shaff
become effective on the date specified in the notice.
C. Invoices. Support Fees shall first come due upon the commencement of the initial term
as provided in Section 4 above. Support Fees for renewal terms shall be payabl~
annually in U.S. Dollars, in ad~ance on or before the anr~i~ersary of the Software Support
Agreemenk of each year. One-time charges will be ir~voiced by VistaSG as incurred.
Partial year invoicing wilf ~e prorated on the basis of twelve thirty-day (3a-day) months.
Customer shall pay each Suppvrt ~ee and all other invoice charges in full within thirty
(30} days of the applicable invaice date.
D. Default. Customer shall be deemed to have defaulted in payment if it has not paid
VistaSG all amounts due within thirty {30) days after receipt of each applicable invoice.
Customer's failure to pay any charges when due shall also constitute sufficient cause for
VistaSG to suspend or terminate Support Services under this Agreement.
4. Ownership of Woric Product. VistaSG shall retain all copyrights, patent rights and other
inteElectual property righ#s to all material created for C~stomer under khis Services Attachment,
inclutling, b~tt not limited to, software and documentation (collec#ively referred ko as "Work
Product"). VistaSG, sub~ect to the payment by Customer of all charges related to the
Professional Services, grants ta Customer a personal, non-exclusive, non-transferable and
rayalty free license to use such Work Product furnished to Customer by VistaSG under this
Services Attachment. A!I other software and related documentation furnished to Customer by
VistaSG shall be subject to khe Agreement. Except and to the extent expressly pravided in this
Paragraph, no license or other right is hereby transferred or granted to Customer, including any
license by imPlicatian, estoppels or otherwise, under any patent, trade secret, trademark, and
copyright or other inteliectual property right.
5. VistaSG Personnel. The parties recognize that VistaSG (and its employees and
represer~tatives) may perform services similar to the Professional Services from time to time for
other parties. Accordingly, nothing in this S~rvices Attachmenk (or the Agreement) shall prevent
VistaSG from performing such similar services or restrick VistaSG's use af #he same employee(s)
and representative(s) pravided to Customer. VistaSG reserves the sole right to determine each
ass9gnment of VistaSG personnel under khis Agreement or otherwise. Customer acknowledges
and agrees that VistaSG employees are a valuable asset and difficult ta replace. Accardingly,
Customer agrees that, for a period of one year after the completion of th~ Services, it will not offer
employrr~ent to any VistaSG employee involved in the provision of the Services.
6. Term. This Services Attachment shall become effective on the dake of acceptance by VistaSG
and shall remain in force until terminated with thirfy (30) days prior written notice. Completion of
any Services, any ordered Services or the absence of orders for Services sha11 not terminate this
Services Attachment, it being the intent of the parties to keep this Services Attachment in effec# in
khe e~ent of future arders for Services.
Summary of Repairs, Maintenance & Suppor#
Maintenance - All VisiFLOW software sold comes with a 90-day warranty effective from the customer
acceptance date or "go-live" date. A software maintenance program is available thaf pro~ides far software
~ersion updates, software "bug fixes", and evaluation of VisiFLOW system problems with the existing
computir~g en~ironment of the customer. See the support discussion below for description of response times
to prioritization of reported problems.
Support - Submit detailed emails including information listed below to support(a~Vistasq.corr~. ~xamples
of the issues will aid in expediting a resalution. The local Austin Hel~line is available to accept telephone
calls from 8 am to 5 pm (CST), Monday through Friday. The telephone number for the Helpline is 512-
267-1821. When contacting tF~e Helpline, please identify the fallowing items:
1. L.ocation and I~ame
2. Caller Name and Email Address
3. NamelDepartment of User Ha~ing Problem
4. Telephone Number
5. Category (i.e., Scanning, etc.)
6. Priority {i.e., High, Routine, Low, FYI}
7. Description of Problem
$. VisiFLQW Version
9. Number af users affected
10. Skeps to recreate issue
11. Custom programs used
12. Scr~en Shots email or file atkachments
Vista Solutions Grou , Inc.
Projeck ScaAe Aftachment
The implementation and project o~erview specifies requirements for software necessary to provide a document
workflaw system to be used by the City Planning and Zoning Departments to capture, convert, and route
docurnents filed within this Department. This Statement of Work shall be a guide for the total project and identify
requirements that must be achieved by both parties with an ending result of an enhancement of custorrzer service, a
reduction in risk, and an increased aperational efficiency. This Statement of Work shall include specifications for
software, maintenance, training, and project management necessary for implementation of the Vista Workflow
System.
VistaSG shall approach the implementation of our document management software producf in a manner that shall
allow for flexibility and success. The impl~mentatian shall be divided intp four phases that aifow for established
deliverables and milestanes for trac~cing progress and ensuring a successful implementatian.
There are se~eraf tasks involved in the successful implementation of the Vista Document Managem~nt System.
VistaSG utilizes an implementation methodology that addresses each of these tasks. The following sections
pro~ide a more dekailed explanation regarding tfi~e project phases, specific tasks, task dependencies and resource
requirements. It is impartant that VistaSG perform same tasks in order to ensure success. These tasks are clearly
identified in this document. You shall notice all task5 in Phases I and II are mandakary and are related fo planning
and defining tasks. These tasks allow us ko prepare a detailed understanding of what is necessary to ensure a
successful implementation.
{tem #1 Work#low and business analysis
Conduct Work~ow antl Business Analysis
The VistaSG Project Manager shall work full-time with key personnel from each of #he City's
departments during the WorkfEow Definition Workshops. It is recommended that a minimum of one
person, representing each affected departm~nt within the Ciky, participate in the workshops. 7he
primary res~ansibility of the City representakEVes shall be to provide i~Put into the City's requirements
and business processes and make decisions regarding the ability of the Vista application to meet
those requirements and adequately support the business process. These res~onsibilities are
sometimes better met with more than one person, but khat is at the discretion of the City. These
tasks are mandatory.
Business Area Definition
VistaSG`s Project Manager together with the c~stomer have to create a new business process. First
t~e customer has to decide whic~ ~art of the business process and document flaw shall be
automated. To help this decision, VistaSG skafF needs to clarify the following questions:
. What business functions are to be cov~red with Vista Workflow and whak is to remain manual or
maintained by other systems?
. Which types of documents are to be stored and processed with Vista Workflow and which are to
be handled mat~ually?
. Who, and how, shall process the incoming doc~ments?
+ How can the pracessing of incoming documents be made more efFicient?
• The difference between those documents that shall be processed with Vista Workflow and those
that shall remain un-automated must be clear in the early skages of implementation.
To make these decisions, incoming document flvw must be examined. Re~iewing whether the
incoming documents have separate pages or not shall determine the efficiency of document
processing and the number of people necessary to da it. For example, additional human resources
shall be required if pages of incoming documents are stapled together and their order may not be
broken, or if documents rriust be arranged in a certain order and stapled back together after they are
scanned.
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Vista Solutions Grou , Inc.
User Security Level and Group Description
Users are set up with a Security Level which controls access ko Vista Warkflow and how much they
shall do within an assigned workflow node. This security includes the ability to: Add, Modify, Delste,
Retrieve, Edit and Hide.
Additional security shall be identified during this process. Security le~els and user group securiky
shall be defined and implemented.
7otal Estimated Time for Item #1 14 Days
Item #2 Interface to HT~
Dev~lop the custom interface executables to all~w for HT~ system functions to call the Document
Management system (DMS) for :
1. scanning documents,
2. viewing documents,
3. printing docurnents, and
4. deleting documents.
We will ukilizing our existing COM object functians a~ailable within khe 17MS API set.
Total Estimated Time for ftem #2 20 Days
Item #3 Capture WORD documents from HT~
Modify #he exisking CH2O00 programs designed to capture WORD documents into the DMS that are
currentEq utilized by the City of Corpus Christi Municipal Caurt. The modifications will allow for the
capture of all documents created by the HTE system into the DM5 and provide for version
management . Provide a viewing grid for cfisplay of all documents.
Total Estimated Time for Item #3 5 Days
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Vista Solutions Grou , Inc.
VistaSG suggests that the City's training personnel sit in on al1 training classes and teach at least one
class of each queue type with VistaSG staff present for assistance.
Successful compietion of User Training shall indicate that the remaining deployment tasks shall
proceed and shall be concluded with a Training Acceptance Criteria and sign-off.
Total Estimated Time for item #5 3 Days
Item #6 On-site Ga live support
De~elop End-User Support Procedures
The purpose of this task is ko develop End-User Support Procedures to be used by day-to-day users of
the application as required. The End-User Support Procedures should be formulated using the City's
business processes and requirements as a basis. The City shall be expected to assign personnel with
competent fcnowledge of the City's business processes and requirernents ta develop the procedures.
The VistaSG Project Manager shall facilitate de~elopment of these procedures.
Finalize "Go Live" Plan
The purpase of this task is to ensure that all the necessary componenks are ready far the production
implementakion. lt is an oppartunity to tie up those remaining "ioose ends" and make sure everything is
ready to proceed.
7he VistaSG Project Manager shall work with the other project resources to ensure all aspects of the
implementation are ready, this shall include finalizing dates and steps to take prepare all workstations
with the appropriate software, hardware and settings for a successful Go-Live date.
Go-Live
This milestone represents the first day of production use of the application.
Post-Implernentation Support
This task provides support for the production environment for the initial week of production use. The
VistaSG Project Manager shall assist khe City with end-user support procedures during this time.
Total Estimated Time far Item #6 5 Days
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