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HomeMy WebLinkAboutExhibitDaystar Software Support Agreement An Agreement by and between Daystar Computer Systems, Inc., an Illinois corporation (Daystar), with its principal place of business at 600 W. Jackson Blvd., Chicago, IL 60661, and Daystar's client identified below (Licensee). Licensee: City of Miami, Florida Primary Contact Eduardo C. Gorgas: Address: 3500 Pan American Drive_ City, St, Zip: Miami, Florida,_33133 Software: Leeistar® Version 4.8 and Web Modules Phone: (305) 579-6666 Installation Date: Effective Date: 06/01/2009 Renewal Date: 05/30/2010 Annual Support Fee: $24,629 1. TERM: The term of this Agreement is defined by the Effective and Renewal Dates indicated above. At the Renewal Date the City may renew for one (1) additional year with the option to renew for two (2) addi- tional years at the Daystar charge in effect at that time for similar maintenance, unless Daystar provides written notice at least thirty (30) days prior to the end of the current Agreement period thatJt wishes to modify this Agreement,, 2. SCOPE OF SERVICES: Daystar shall provide software support services requested by Li- censee in relation to Licensee's use of the Daystar software listed described above (the Software). This Agreement includes support services under the following classifications: CLASSIFICATION (A) Unlimited services: a. Investigation and correction of any software problems reported by Licensee or discovered by Daystar; b. In house application maintenance including automatic partial data base replication; c. Interim version updates as they are made available; d. Technical assistance on the use of the Software. CLASSIFICATION (B) Billable services (all services and ex- penses not specifically listed above) including: a. Report modifications and remote database maintenance; b. Installation services for Software updates; c. Any on-site or remote services requested by Licensee; d. Travel time and travel related expenses; e. Expenses beyond normal operational costs related to the delivery of any services as described in this Agreement. Daystar will not perform any Classification (B) services without writ- ten authorization to perform such services from Licensee. Daystar will provide written or faxed estimates of any Classification (B) ser- vices when such estimate is requested by the Licensee. 3. OBTAINING SUPPORT: The Licensee may report any service requests to Daystar via email at support@daystarnet.com or fax to (312) 896-5052 or voice at (312) 559-0900 or such other phone numbers or email addresses as Daystar might provide. Unless special arrangements are made, Daystar will provide soft- ware support by phone during its regular business hours (7 AM to 7 PM Central Time). When deemed necessary by Daystar or re- quested by Licensee, Daystar will make arrangements to provide face-to-face support services either on Licensee's site or at Days- tar's offices. Daystar will respond to telephone inquiries within two (2) business hours. 0 ,!0,6-,,--W __ i 'n , l 4. SOFTWARE UPDATES: During the course of this Agreement, Daystar will provide copies of any updates or new feature releases of the software at no cost to the Licensee other than the costs of installation. Any programming time associated with any such installation may be charged against this Agreement as a Classification (B) service. 5. DAYSTAR FEE SCHEDULE: All technical, training and other professional services are provided as a daily Professional Service Unit (PSU), or partial PSU. Each PSU represents a composite of admin- istrative, technical, project management, all professional manpower, travel time, and preparation (does not include direct travel costs). Daystar's PSU services rate are: On -Site — Daily PSU rate: $2000 In -office — Daily PSU rate: $1600 All other services not identified as Classification (A) services in Section 2. SCOPE OF SERVICES will be billed at a cost no greater than Daystar's rates indicated above. The Licensee will pay Daystar reasonable travel and other out-of-pocket expenses associated with any services provided under this agreement. Such out-of-pocket travel expenses shall not exceed the current published GSA rates for Licensee's location. 6. LICENSEE'S OBLIGATIONS: As conditions to receiving support under this Agreement, Licen- see agrees to: a. Load and test all new revisions and updates of Daystar soft- ware at a mutually agreed date between Daystar and Licen- see. b. Perform any software tests requested by Daystar support personnel who may be investigating any reported problems. c. Provide written statements or descriptions of software prob- lems at Daystar's request. d. Provide Daystar with suitable scratch media and supplies to investigate reported problems. These will be returned upon request. e. Consult Daystar prior to installing any Operating system patches, updates or service packs that may be applied to the Legistar server for assurance that they have passed our certi- fication testing for compatibility. f. Provide Daystar with the ability to remotely access the system running the Daystar software for support and diagnostics ser- vices. 7. REMOTE CONNECTIVITY: All installation, problem diagnosis, upgrades, and remote sys- tem administration support services specified in this agreement will be delivered via remote electronic connection to the Licen- see's Software Server. 1 of 4 r_icensee is responsible for purchase, installation and on-going maintenance of any hardware or ioual communications services required. This includes internet access, 1SP and Broadband Inter- net services. All installation, troubleshooting, updates, remote sys- tem adr inisiraaon, and any other suppor'. services specified in this Agreement will be deiivered via remote electronic connection to the Licensee's Software Server. Remote connection software will be the choice of the 'licensee's Information Technology Department. Ongoing acceptance or use o` a paaicuiar communications software program or protocol is sub- ject to change. In the event that the Licensee specifies any software or communi- cations methodology that incurs any cost to Daystar, all work and costs will be provided on a time and materials basis and payable by the Licensee. In the event that Daystar and the Licensee are unable to mutually agree on an acceptable remote communications protocol, Support Services under this agreement will be restricted to those that can be provided via voice phone, email or on-site support. All on-site visits will be billed on time and materials basis plus travel ex- penses. S. CHARGES: The initial fee as listed above for this Software Support Agreement shall be due and payable on or before the first day of the Agree- ment period. All support services described herein may be charged against this support Agreement. Daystar will invoice Licensee monthly with a detailed accounting for all Classification (B) services and expenses provided. Licensee agrees to pay invoices within 30 calendar days of receipt. Licensee shall have the right to review and reject or deny authoriza- tion for payment of any charges and costs which have not been previously authorized under the terms of this agreement, provided that the Licensee provides Daystar written notice of any such de- termination within 10 days of receipt of the invoice. The balance of the invoice will remain due within 30 calendar days of the invoice d ate. Licensee shall pay all sales, use and other taxes, and all shipping and handling costs, phone modem time costs associated with Clas- sification (B) support services provided by Daystar. Such items shall be included on invoices at direct cost without mark-up. Invoices remaining unpaid beyond 30 calendar days may be sub- ject to 1 % interest per month. For Licensee Signature: Printed Name: Title: Date: 9. LIMITATIONS TO LIA31LITY: DAYSTAR DOES NOT WAP.RANT THAT I T S PRODUCTS OR SERVICES ARE ERROR FREE AND DISCLAIMS ALL OTHER VvARRANTIES WITH RESPECT TO ITS SOFTWARE PROD- UCTS AND SERVICES, EITHER EXPRESS OR IMPLIED, IN- CLUDING BUT NOT LIMITED TO IMPLIED WARRANT IES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUR- POSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL DAYSTAR BE LIABLE FOR ANY LOSS OF DATA OR PROFITS, CONSEQUENTIAL, INCIDENTAL OR ANY SPECIAL INDIRECT DAMAGES OFANY KWD AS A RE- SULT OF DAYSTAR'S DELIVERY, PERFORMANCE, OR FAILURE TO PERFORM SERVICES UNDER THIS AGREE- MENT OR FOR ANY USE, THE RESULTS OF SUCH USE, OR INABILITY TO USE ANY SOFTWARE OR SERVICES FROM DAYSTAR PROVIDED UNDER THIS AGREEMENT, EVEN IF DAYSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DAYSTAR'S LIABILI- TY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE FEE PAID BY LICENSEE UNDER THIS AGREEMENT, 10. MISCELLANEOUS: a. If any provision of this Agreement shall be held invalid, illeg- al, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby. b. Failure to pay any invoice on the date due, or failure by Li- censee to perform an obligation or covenant under this Agreement shall be a default under this Agreement. Upon default Daystar, in its sole discretion, may terminate this Agreement immediately upon written notice of Licensee. c. Neither party may assign this Agreement, or any rights he- reunder, without prior written approval of the other party. d. Failure by either party on one occasion to insist on full or timely performance by the other party of any obligation under Agreement shall not be deemed a waiver of such perfor- mance, and shall not prevent enforcement of such obligation on other occasions. e. The terms and conditions of this agreement shall supercede any conflicting terms or conditions contained in any pur- chase orders, work orders, or other instructions or orders to deliver any products or services specified in this agreement. ACCEPTANCE For Daystar Signature: Printed Name: John Cichon Title: Vice President Date: 01/23/2009 Pape 2 of 4 ATTEST: Priscilla A. Thompson Cite Clerk Date: APPROVED AS TO FORM AND CORRECTNESS: Julie 0. Bru City Attorney CITY OF MIAMI, FLORIDA, a municipal corporation Pedre G. Hernandez Cin Manager Date: Peter W. Konnis Chief Information Officer Date: APPROVED AS TO IN SURANCE REQUIREMENTS: LeeAnn Brehm Risk Management Administrator Paae 3 of 4 Daystar Software Support Agreement Addendum Licensee: City Of Miami. Florida Address: 3500 Pan American Drive Software: LeaistarJ Version 4.8 and Web Modules Effective Date: As of 06/01/2009 1.Annual Support Fee Increase Cap: Annual increases to Annual Support Fees for the subject software will not exceed three percent (3%) per year for the up to three (3) optional renewal terms for June 01, 2010 through May 31, 2011, for June 1, 2011 through May 31, 2012, and for June 01, 2012 through May 31, 2013. 2.Public Records: Daystar understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. 3.Compliance with Federal, State, and Local Laws. Daystar understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, documentation and authorization for invoices and receipts for services and related business travel, etc. City and Daystar agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. Attest: By: Name: Title` Attest: By: Priscilla A. Thompson City Clerk Date: Approved by Department: By: Peter Korinis, Chief Information Officer Revised Draft For Daystar Computer Systems, Inc., an I-Ilinois Corporation By: John Cichon, Date: Vice President For Licensee: City of Miami, A Florida Municipal Corporation By: Pedro G. Hernandez, City Manager Approved as to Insurance Requirements: By: LeeAnn Brehm, Risk Management Director Approved as to Form and Correctness: By: Julie 0. Bru, City Attorney