Loading...
HomeMy WebLinkAboutExhibitTECHNICAL SUPPORT AGREEMENT MP2' Enterprise Client/Server This Technical Support Agreement ("Agreement") is entered this day of 2005 (but effective as of ) into by and between City of Miami, a municipal corporation of the state of Florida ("City') and Datastream Systems, Inc ("Datastream"). For and in consideration of the mutual covenants set forth herein the parties agree as follows: The following is a description of the Bronze TechSupport provided at the pricing and for the term described in Exhibit 1 to this Agreement: • Telephone Support: Toll -free telephone support is available 24 hours a day, 7 days a week, excluding holidays. Datastream's TechSupport telephone number is 800-365-6775 and the fax number is 864-422-5000. • Remote Support (Meeting Center): Datastream's TechSupport analysts access the customer's computer system via a Web address for problem diagnosis and correction. The customer must have high-speed access to the Internet before using this service. ■ Software Updates: Supported customers are eligible to receive all software maintenance updates. Updates include problem corrections or product enhancements. Customers may request these updates by visiting our Web site at www.datastream.net. Some updates may require integration. If custom work is involved, customers must contact the Datastream TechSupport group prior to upgrading your software. Additional charges may be incurred for custom work, integration, and shipping. ■ Software Upgrades: Supported customers will receive special pricing consideration on future software upgrades. • Replacement Software: Supported customers may receive a replacement CD for their currently supported software if the original CD is lost, stolen, or damaged. • Internet Access to TechSupport: Questions about Datastream software may be submitted via e-mail to support@datastream.net. Customers can use Datastream's Web site, www.datastream.net, to access product information and request product enhancements. • Online Datastream WebAnalyst: This Web -based diagnostic tool is available via the Datastream Web site at www.datastream.net. This utility allows customers to self -diagnose problems using a decision tree based on the Datastream Support Knowledge Base. Customers may also create support incidents through this utility. ■ Service -Level Requirements: Calls made to Datastream's Client/Server TechSupport are addressed on a first come - first served basis. Terms of TechSupport The services and programs outlined in this Technical Support Policy will be provided from the US office and rendered under the following provisions: Custom Work: You may purchase TechSupport on your Datastream custom work for an additional fee. This includes telephone support and a fixed maximum fee for upgrading the work to conform to new patch releases of the core product. The maximum charge for such work is not to exceed 25% of the price of the original work so long as the --- customer maintains support on the custom work. • Additional Datastream Software Modules: You may purchase TechSupport on Datastream software modules for an additional fee. These modules include the following but are not limited to Barcode, WebLink/Messenger, Pocket MP2, and PagerLink. Datastream 7i Buy TechSupport is available 8:O0am-5:00pm EST Monday -Friday. • Scope of Support: Datastream supports its products within the boundaries of, but not including, the operating system. Updates might include revised programs, corrections, or product improvements. Updates will not include non- Datastream software, or changes in operating systems or databases. Product enhancements and/or fixes will be considered for the most recent Maintenance Release or Patch only. • Warranty: Due to the custom nature of TechSupport services, Datastream makes no warranty or representation with respect to those services. Any implied warranty of merchantability or fitness for a particular purpose in connection with those services is expressly excluded. Datastream also disclaims any liability for special, incidental, or consequential damages (including loss of profits) arising from those services, even if the possibility of such damages has been brought to Datastream's attention. No warranty is made with respect to Datastream software except as specifically provided in the applicable License Agreement for the particular software. Datastream TechSupport will not support any changes made to the MP2 database. Should a customer choose to Datastream Technical Support Policy Agreement No.: MIAM-005-1077 (#1077.v3A.06.24.05) U fL C. `-,C, /1,1 ) Page 1 TECHNICAL SUPPORT AGREEMENT MP2® Enterprise Client/Server make changes to the MP2 database using tools other than MP2, support required to fix the problem would be at an additional cost to the customer. Force Majeure: Datastream shall be excused from performance, and will not be liable for any period and to the extent that Datastream is prevented, hindered, or delayed from performing any Services or other obligations under this Agreement, in whole or in part, as a result of acts, omissions, events, causes, or conditions beyond its reasonable control, which includes, by way of illustration and not limitation, acts of God; acts or omissions of the other party; third party non-performance; acts of government; civil disobedience or insurrection; lock -outs; freight embargoes; acts of civil or military authority; national emergencies; labor strikes or disputes; fire, flood, or catastrophe; war or riots. • Additional Services: Datastream client/server products require professional installation by Datastream. If an issue arises that requires installation assistance, Datastream Professional Services will be provided at an additional fee to the customer. • Shipping: Any shipment to the customer will include Datastream's current shipping charges. • Reinstatement: If a customer's product has not been continuously covered by TechSupport and the customer wishes to reinstate coverage, the customer will be charged Datastream's then current list price plus 10% for each month that lapsed. • Support Terms: Customers have the option to maintain their TechSupport after the first year. When subscribing to TechSupport, the customer must agree to and accept the terms of the Datastream Technical Support Policy. TechSupport will automatically renew unless the customer notifies Datastream in writing ninety (90) days prior to the expiration of each annual period. Datastream may change or update the Technical Support Policy effective as of the next TechSupport term. Assignment: This Agreement shall not be assigned by Datastream, in whole or in part, without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion. • Default: If Datastream fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, the Datastream shall be in default. If such default remains uncured for thirty (30) days from receipt of written notice from the City, in addition to all remedies available to it by law, the City may immediately, upon written notice to Datastream, terminate this Agreement whereupon all payments, advances or other compensation paid by the City to Datastream while Datastream was in default shall be immediately returned to the City. Datastream understands and agrees that termination of this Agreement under this section shall not release Datastream from any obligation accruing prior to the effective date of termination. Should Datastream be unable or unwilling to commence to perform the services in the agreed upon time period, then, in addition to the foregoing, Datastream shall be liable to the City for all damages including attorneys' fees resulting from Datastream's default. ■ insurance: Datastream shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be cancelled during the performance of the services under this Agreement without thirty (30) days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Datastream shall at any time upon request file duplicate copies of the certificates of such insurance with the City. If, in the reasonable judgment of the City, prevailing conditions warrant the provision by Datastream of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Datastream of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Datastream fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. • Notices: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. Datastream Technical Support Policy Page 2 Agreement No,: MIAM-005-1077 (#1077.v3A.06.24.05) TECHNICAL SUPPORT AGREEMENT If to Datastream: Datastream Systems, Inc. 50 Datastream Plaza Greenville, South Carolina 29605 Attention: General Counsel MPr Enterprise Client/Server If to City of Miami: Correspondence Address for City of Miami • Public Records: Datastream 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. Datastream's failure or refusal to comply with the provisions of this section shall result in immediate cancellation of this Agreement by the City. • City's Termination Rights: • A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Datastream at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Datastream compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Datastream for any additional compensation, other than that provided herein, or for any consequential or incidental damages. • B. The City shall have the right to terminate this Agreement, without notice to Datastream, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Datastream and Datastream shall reimburse to the City all amounts received while Datastream was in default under this Agreement. • Compliance with Federal, State and Local Laws: Datastream 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, etc. City and Datastream agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. • Counterparts: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same Agreement. City of Miami Datastream Systems, Inc. Signature Title Date Mk(. gnature LL 1 luf3 fa 30 1a5-- Date City of Miami - Risk Management City of Miami — City Attorney Signature Title Date Signature Title Date Datastream Technical Support Policy Agreement No.: MIAM-005-1077 (#1077.v3A.06.24.05) Page 3 TECHNICAL SUPPORT AGREEMENT MP2* Enterprise Client/Server City of Miami — City Clerk Signature Title Date MP2 is a registered trademark of Datastream Systems, Inc. Oracle Is a trademark of Oracle Corporation. SQL Server is a Trademark of Microsoft Corporation, All product names mentioned in this document may be trademarks of respective owners. Datastream Technical Support Policy Agreement No.: MIAM-005-1077 (#1077.v3A.06.24.05) Page 4 Datastream® ww.ch1aslmarl l-I lei Exhibit 1 May 13, 2005 City Of Miami - Customer number: 1135497 Conrad Salazar Miami, FL Dear Conrad, This letter is a quote for the TechSupport renewal on your Datastream Systems software. Our records show that your TechSupport expires 10/18/05. Datastream provides two levels of TechSupport: Bronze and Platinum. Please see the following policy for complete details. MP2119 Ent SQL • Server License $ 3,400.00 • 32 Client Seats @ $599 each $19,168.00 • 10 Client Seats © No Charge No Charge • 5 Pockets @ $299 each $ 1,495.00 • Barcode $ 199.00 • Unlimited Weblink $ 1,999.00 • 12 month Term USD $26,261.00 - 12 months or USD $74,843.85 - 36 months (Option includes 5% discount. Entire 36 months must be paid in full upfront.) Bronze TechSupport • Telephone Support • Internet Access • Remote Access (Meeting Center) • Software Updates • Upgrade Discounts • Online Datastream Web Analyst For your convenience, please choose one of the following payment options and fax this form to 864-422-5000. We will invoice immediately upon receipt. Depending on the laws of your state, your order may be subject to sales tax. By purchasing TechSupport, you are accepting the terms of the Technical Support Policy. ❑ Hard Copy Purchase Order - This must include Payment Terms Net 30, Product Description, Price, and Billing address. ❑ Credit Card - Circle one: Visa MasterCard American Express Credit Card Number: Name on card: Expiration Date: / ❑ Approval Signature For companies who do not issue hard copy Purchase Orders or Credit Cards, Datastream will accept an authorized signature on behalf of your company. This signature permits Datastream to bill for the above services. Payment Terms Net 30. Signature: Print Name: This quote expires 10/18/05. After 10/18/05, a 10% per month reinstatement fee will be applied. All shipping charges are additional. If you have any questions, please contact me at (800) 955-6775 ext.5506. Sincerely, Datastream Systems, Inc. Amy L. Cook Support Sales Representative amy.cook@datastream. net DATASTREAM SYSTEMS, INC. 50 Datastream Plaza Greenville. SC 29605 USA USA & Canada 1.800.955.6775 text 6905 fax 1.864.422.5000 RC A ;o /,()(: