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HomeMy WebLinkAbout2003 AgreementTRITECH SOFYN 44RE SYSTe s SOFTWARE SUPPORT AGREEMENT INFORMATION MANAGEMENT CORPORATION Information Management Corporation ( "Imc "), a TriTech Software Systems company, provides annual software support to Clients in connection with the license of Imc's software products (the "Imc Software ") and the payment of Support Fees related thereto in accordance with the provisions of this Software Support Agreement (this "Agreement "). During the term of this Agreement, technical support, and updates to the lmc Software as they become available, will be provided to the Client. Updates do not include new versions or separate modules or functions that are separately licensed and priced. The terms and conditions of this Agreement are subject to change by Imc upon thirty (30) days prior written notice to the Client. Annual software support fees are based on a set percentage of the software license list price for the Client's licensed Imc Software at the time the software licenses were purchased. The initial period of annual software support shall begin upon the earlier of (1) the date of live operational use ( "Go Live "); or (ii) one - hundred eighty (180) days from the date of IMC Software installation, and end twelve (12) months thereafter, and be invoiced under the applicable Agreement and /or Sales Order. lmc shall invoice the Client prior to the end of each subsequent then current support term. Additional software licenses purchased by the Client will result in additional support fees. Imo's support fees are subject to increase on an annual basis at a rate of 4% or the Consumer Price Index (CPI) whichever is greater, at Imo's discretion. In the event of a negative CPI, there will be a 0% increase in the support fee for the affected support year. Annual Support Services Provided that the Client has fully paid the annual support fees for the current term, Imc Software shall provide the following Support Services: • Error Correction - Error correction services shall be provided upon receipt of notice by the Client. The Client must provide written documentation sufficient for lmc to reproduce and confirm the error. Imc shall use commercially reasonable efforts to correct the software errors confirmed by Imc in the next regular software Update. • Telephone Support - Telephone Support will be provided between the hours of 8:00 AM to 5:00 PM Eastern Standard Time, Monday- Friday, excluding lmc holidays ( "Normal Support Hours "). Software errors shall be reported by the Client to lmc by calling the main Imc support line at 800.788.0015 o The Client will ensure that only personnel properly trained in the operation and usage of the lmc Software will utilize the Telephone Support service. o Annual software support fees do not include travel and other expenses for onsite assistance. Such fees and expenses shall be the responsibility of, and invoiced to the Client. • State or Federally mandated changes to the generation of data and reports will be incorporated by lmc in a subsequent Update and provided to the Client under this Agreement at no additional charge, provided that Imc currently generates the data or report that said mandate has changed. • Updated versions of the Client's licensed lmc Software will be provided to comply with any Microsoft operating system upgrades, but operating system or database software updates are the responsibility of the Client and not Imc. Software Support Agreement Copyright 2010 Information Management Corporation — Confidential and Proprietary. Unpublished: All rights reserved under the copyright laws of the United States. Page 1 of 4 • Updates to the Client's licensed Imc Software will be made available as they are released by Imc on the Imc support web site and /or on CD, Installing and configuring Updates outside of Normal Support Hours is the responsibility of the Client. Updates are designed to enable an individual with limited computer knowledge to update the Imc Software_ However, should the Client still need assistance, Imes Client Services can provide remote Imc Software upgrade assistance during Normal Business Hours. Remote Connection In order to provide efficient diagnosis and response to reported software errors, Imo requires that all Clients covered under this Agreement provide high speed remote access to a computer on their network that runs the tmc Software, and any server that the Imc Software runs on. lmc's Client Services utilizes industry standard software for this purpose and has currently selected Logmein Rescue ® and Go to Meeting ® as its preferred remote access software. lmc reserves the right to change its preferred remote access software at any time. Any other means of remote access that incurs a cost shall be borne solely by the Client. On -Site Installation From time to time Imc Software module enhancements may require on -site installation by an Imc employee. Fees for on -site installation will be invoiced at Imes then current costs plus reasonable out -of- pocket expenses. Clients Who Do Not Maintain an Annual Support Agreement If the Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid software support fees in addition to the software support fee for the current support year. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by Imc to further development, enhancement and support of the Imc Software must be spread over Imo's client base and fairly shared by all clients. Support will not be provided on an hourly basis outside this Agreement. Training, Travel and Other Expenses Training, travel and other expenses not specifically defined in this Agreement may be provided for an additional cost which will be at Imo's then - current rates for such services. Limitations Support for the Imc Software shall be subject to and conditional on the Client's implementation and use of a version of the Imc Software that is the most current production version thereof offered to Client. If Client does not implement the most current production version when it is made available, Imc shall only be obligated to provide support for Client's licensed version of the Imc Software for a period of twelve (12) months thereafter. Imc shall not be obligated to provide software support if Client is not current on the payment of all support fees and expenses. If any of the following circumstances exist, Imo shall be entitled to charge additional fees plus expenses at its then current rates: + Problems in the Imc Software are caused by modification of the Imc Software, subcontractor software or hardware, system software, or equipment by Client or a third party whether or not permitted hereunder. Software Support Agreement Copyright 2011 Information Management Corporation — Confidential and Proprietary. Unpublished: All rights reserved under the copyright laws of the United States. Page 2 of 4 • Problems in the Imc Software are caused by the Imc Software not being used in accordance with the documentation, or other instructions provided by Imc, or by misuse or neglect. • Problems in the Imc Software are caused by software not provided by Imc, not approved by Imc in writing or not specified as compatible in the documentation. • Problems in the Imc Software are caused by one or more computer viruses that have not been introduced into Client's system by Imc, • Problems in the Imc Software are caused by equipment or software provided by Client or third parties with which the Imc Software interfaces or operates. • Problems in the Imc Software are caused by hardware, operating system software, or any equipment or software configuration not meeting imo's minimum hardware requirements and acceptable configurations. • Problems in the Imc Software or transmission of data caused by wireless services are not warranted by Imc or covered under the terms of this Agreement. Client's use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. Client is responsible for maintaining the required certifications for access to Client's state CJIS system(s), NCIC and /or other local state, federal and /or other applicable systems. With respect to problem identification and escalation, Imc performs the following; Software issues shall be reported by the Client to Imes Client Services during Normal Business Hours via telephone to 1.800.788.0015 or via email to imcsupport ©tritech.com. A Client Services Technician will attempt to solve the issue immediately during Normal Business Hours. If the issue cannot be resolved, it will be escalated to a Client Services Team Leader. The Team Leader may, if necessary escalate the issue to an Engineering Team Leader for resolution. LIMITATION OF LIABILITY The total liability of Imc for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Agreement by Client to Imc for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by tmc's insurance carrier(s), the coverage limits of such insurance. IN NO EVENT SHALL IMC BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON -USE OF THE 1MC SOFTWARE, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER IMC HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. Software Support Agreement Copyright 2011 Information Management Corporation — Confidential and Proprietary. Unpublished: All rights reserved under the copyright laws of the United States. Page 3 of 4 OPTIONAL 24/7 SUPPORT Support Outside of Normal Business Hours For consideration of an additional fee, Imc will provide the Support Services as described above, outside of Imes Normal Support Hours to include weekends, nights and holidays ("24/7 Support Services "), for Imc's Computer Aided Dispatch and Mobile Systems, as further described below. Such 24/7 Support Services do not include support for hardware, networking issues, or third party software. The Client shall designate four (4) people who will be authorized to access 24/7 Support Services. The Client shall provide the list of designated personnel to Imc's Client Services in a timely manner, and shall notify Imes Client Services of any changes made to this list. 24x7 Support Services for Imc Computer Aided Dispatch System Provided that this option has been selected by Client; 24x7 Support Services will be provided for live operations on the production system for the following issues: A system down event which severely impacts the ability of Users to dispatch emergency units. The following situations constitute a system down event with respect to the Computer Aided Dispatch System: • New calls cannot be created or existing calls cannot be edited from any workstation. • Units cannot be dispatched to a call, or arrived, or cleared from a call. 24x7 Support Services for Imc Mobile System Provided that this option has been selected by Client; 24x7 Support Services will be provided for live operations on the production system for the following issues: A system down event which severely impacts the functionality of the Imc mobile software. The following situations constitute a system down event with respect to the Mobile System: • The state has confirmed the CJIS network is available, and the Client's wireless communications service has confirmed no interruption of service; however, no Imc mobile units can log in to the mobile server. • No mobile units can run state CJIS queries. • No mobile units can perform dispatching functions for the call they are currently on. 24x7 Support Services for Imc Records System Provided that this option has been selected by Client; 24x7 Support Services will be provided for live operations on the production system for the following issues: A system down event in which no workstations in the department can enter or query data in the records software. Software Support Agreement Copyright 2011 Information Management Corporation -- Confidential and Proprietary. Unpublished: All rights reserved under the copyright laws of the United States. Page 4 of 4 area swarm HOME Of P►JJCAN ISLAND CITY OF SEBASTIAN CHANGE ORDER FORM CHANGE ORDER #1 PURCHASE ORDER #3937 PROJECT # 010048- 606400 010049-606400 CONTRACTOR Information Mgmt Corp. PHONE # 727/864 -6028 ADDRESS: PO Box 391,1 Grafton Common Grafton, MA 01519 PROJECT NAME: RMS Cad System CONTRACT NAME: Information Mgmt Corp. CONTACT DATE: 1/24/2003 By the signature affixed below, both the City and the Contractor agree to the changes as stipulated herein. Upon proper execution of this document, the Contractor is hereby notified to commence work. All changes stated below are hereby incorporated and made a part of the Contract identified above, and all the teens and conditions of said Contract are enjoined and in full force while executing the change(s) stipulated as follows: This is a request for a change order in reference to the police department software installation approved by the City Council on Jan 8, 2003. See attached agenda transmittal for February 26, 2003 for council meeting approval. A) CONTRACT PRICE PRIOR TO THIS CHANGE NET (INCREASE) RESULTING FROM THIS CHANGE NEW CONTRACT PRICE INCLUDING THIS CHANGE ORDER S 98,528.00 $ 6,700.00 S 105,220.00 B) CONTRACT TIME PRIOR TO THIS CHANGE (NUMBER OF DAYS) 04/01/2003 NET (INCREASE) (DECREASE) RESULTING FROM THIS CHANGE (NUMBER OF DAYS) Same NEW COMPLETION DATE INCLUDING THIS CHANGE MO 04 DAY 01 YR 2003 CONTRACTOR 11 T7_c ccQ) Date: 5/D Authorized Signature 13 ele mi b &. /1/0 c /arc 8; ADnrovaIs By City of Sebastian: Other. kiiktRzgaity Dept. Head Finance Director Purchasing Official CONTRACT FOR SOFTWARE SERVICES BETWEEN SEBASTIAN POLICE DEPARTMENT AND INFORMATION MANAGEMENT CORPORATION THIS AGREEMENT, entered into as of this 23_day of Jan 2003 , by and between the City of Sebastian, FL, (hereinafter called "CUSTOMER ") and Information Management Corporation (hereinafter called "IMC"). WHEREAS, CUSTOMER desires to retain IMC to provide delivery, installation and training of Dispatching, Integrated Records Management, Master Names Data Conversion, Imaging, Quest, as fully described WHEREAS, IMC has submitted a successful proposal to provide the said installation, data conversion, software and training, pursuant to the attachment, NOW, THEREFORE, for the consideration hereinafter set forth, CUSTOMER and IMC agree to the terms and conditions contained in this contract, and incorporate by reference herein and attached hereto, all specifications, proposal documents submitted and attachments, and hereby agree as follows: IMC shall provide and install the software as described and outlined in the specifications. IMC shall also provide training at Sebastian Police department, Florida training facility. Sebastian Police Department is responsible for providing an undisturbed server and 8 work station classroom for the duration of the training cycle as outlined below. IMC shall also provide support services for the completion of the work described in the attachment, which shall include the following: IMC shall provide software upgrades and services as outlined in Appendix I, It is agreed by and between the parties that CUSTOMER is a tax - exempt entity and shall be free of taxation in the payment for the services and the software from IMC. TRAINING CONVERSION SCHEDULE DATES DEPT ITEM LOCATION # HOURS /DAYS # PEOPLE Feb.11,2003 Police Installation Sebastian 1 day 1 MIS Mgr Feb.12, &13,2003 Police Database Training Sebastian 2 days 6 March 18,19 2003 Police Dispatch & QuestTraining Sebastian 2 days 8 March 20,21 2003 Police Records /imaging /Admin Sebastian 2 days 8 students Police From present software provide IMC with the data and format requested to convert to IMC Master Name format Police Provide converted master name data Police Sebastian accept converted MN Data IMC shall provide software upgrades and services as outlined in Appendix I, It is agreed by and between the parties that CUSTOMER is a tax - exempt entity and shall be free of taxation in the payment for the services and the software from IMC. CONTRACT FOR SOFTWARE SERVICES BETWEEN SEBASTIAN POLICE DEPARTMENT AND INFORMATION MANAGEMENT CORPORATION Services performed by IMC under this agreement and pursuant to the documentation shall be performed in a manner consistent with that degree of care and skill ordinarily exercised by providers of software, software installation and training. In the event CUSTOMER defaults prior to system acceptance, then CUSTOMER shall be obligated, subject to municipal appropriation limitations, to pay for training, per deim, installation, Btrieve Licenses which has occurred as of the time of such default, and in such event, CUSTOMER shall allow IMC to remove all software previously installed within 5 days. In the event IMC should default prior to system acceptance, IMC is obligated to reimburse CUSTOMER payments received from CUSTOMER. Either party to the Agreement may terminate this Agreement after 15 days written notice, if there is a failure to remedy any default in conformity with the terms of the Agreement. Notice of default shall be given to the defaulting party in writing. Software Installation shall occur within 60 days of the signing of this contract or no later than March 1,2003 LIABILITY: The User releases Information Management Corporation from all obligations and liabilities regarding the User's use of MPS Police Station Management software and in no event will Information Management Corporation be liable for indirect, incidental. or consequential damages resulting from the use of the MPS software, even if Information Management Corporation has been advised of the possibility of such damages. Information Management Corporation does not guarantee its MPS software to work with other software other than Information Management Corporation's. In order to comply with the above named deadlines, the CUSTOMER agrees to furnish all Police files as outlined in APPENDIX II to IMC by 02/28/03 for conversion testinq,and final cut of live data for final conversion by 03/31/03. CUSTOMER will forward the files necessary to include Master Name information from the present software as requested by IMC. On the implementation date, CUSTOMER will again forward to IMC the Master Name Information data files and IMC will convert this Master Name Data and merge it with IMC Master Name Data within 20 days after implementation. IMC will assist customer in its hardware selection by providing a suggested list of computer hardware that they should purchase. IMC does not provide hardware so it is the responsibility of customer to select aad- hardware vendor to purchase the hardware, required network components, printers, etc. IMC has no liability for the hardware purchased and hardware installation. Prior to the commencement of services as set forth in the specifications, IMC shall provide CUSTOMER with proof of insurance with property coverage. Neither party to this agreement shall transfer, sublet, or assign any rights under or interest in this agreement without prior written consent of the other party. This agreement and attachments contain the entire understanding of the parties with respect to the subject matter herein and there are no verbal understandings, statements or stipulations bearing upon the meaning or effect of this agreement. A written instrument executed by both parties may only amend this agreement CONTRACT FOR SOFTWARE SERVICES BETWEEN SEBASTIAN POLICE DEPARTMENT AND INFORMATION MANAGEMENT CORPORATION Any notices required hereunder shall be sent by certified mail, retum receipt requested to the respective address below: Bernard Noe Jim Davis Police Chief Information Management Corporation Sebastian Police Department PO Box 391 1225 Main Street 1 Grafton Common Grafton, MA 01519 Sebastian, Florida 32958 CUSTOMER acknowledges that it has the non - exclusive right to use the MPS software in a networked environment, and United States Copyright laws protect that IMC retains title and interest to the MPS Software CUSTOMER further agrees to take reasonable steps to protect the materials from unauthorized reproduction, publication, disclosure to IMC's competitors, reverse engineering, disassemblyt or distribution. IMC does retain limited liability for any negligent or intentional act of their employees, agents or representatives, which results in damages to facilities or equipment of the City of Sebastian. '6 . __4_ 0. n /o-e_ Signatures nie a (Presi. =... I formation Management Corporation) u'r awed mcry m?st zoo-2_ bate Jerre •e Moore, City Manager — City of Sebastian Aate /".42714i a Davis Chief of Police — Ci of Sebastian /- —G.3 Date A. 14ie "r (2.e.�� Date CONTRACT FOR SOFTWARE SERVICES BETWEEN SEBASTIAN POLICE DEPARTMENT AND INFORMATION MANAGEMENT CORPORATION APPENDIX I ITEM POLICE "ANNUAL - - MAINT. Dispatch Software -Multi user 22,500 3775.00 Police Records Software -Multi user 16,500 2675.00 Quest Rolodex- Multi- user 1,500 225.00 Pervasive. SQL 20 users 2,100 615.00 Imaging System -Multi 7,500 1125.00 Mapping for RMS /Analysis -Multi 6,000 900.00 Training and Installation (Plus Per Diem) in Florida 10,500 Installation 1,000 Data Dictionary- Annual Maintenance item 375.00 Optional Software Optional E -911 Interface 1,500 225 Mobile CAD /RMS /Datamaxx Investigative /IAB Module (single) Administrative Module -Multi 7,500 3,750 4,500 1125 563 675 Total IMC Software & Training Cost 67,600 Data Conversion for Master Names Index,Geo file and other data tables to be determined 20,000 Annual Support cost is due 90 days after System Acceptance and no later than June 15th 2003 10,928 Total due 15 days after system acceptance 98,528 CONTRACT FOR SOFTWARE SERVICES BETWEEN SEBASTIAN POLICE DEPARTMENT AND INFORMATION MANAGEMENT CORPORATION APPENDIX II Conversion of Existing Data It is the intent of this contract to convert Master Name index to the IMC software program. , The data provided to IMC by the Sebastian Police Department will closely match the IMC format enclosed and converted to the enclosed table files. With these guidelines in effect, IMC will provide the following services: ❑ IMC will review File Definitions with the Sebastian Police Departments and answer any questions regarding individual fields within files before data extraction begins; ❑ IMC will obtain Extracted Data from the Sebastian Police Departments and review; ❑ If Output Data is deemed usable for Conversion Purposes, IMC will begin coding of software to input data into the Master Names files; ❑ IMC will test and debug conversion software to ensure the data is as clean as possible; ❑ IMC will present the test data to the the-Master names data for inspection and to resolve any issues raised after the inspection of data; and ❑ IMC will conduct the final delivery of data transfer. The CAD geo file will be converted using the same methodology. Level one streets and address ranges will be converted for use in the new system. There will be two runs of the data to insure the best possible result for the City. The first run is done prior to go live and the second following 10 days of usse to help settle out discrepancies. The information to be converted includes call number, date, time, location, address, reporting person information, and call narratives„ CAD Data is difficult to convet because of the recording methods under the old system. The data will be reviewed and if the output is deemed usable we will conduct the procedure outlined in the previous section as stated above.