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.
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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.
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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