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HomeMy WebLinkAboutVITEC - CONTRACT - CONTRACT - BUSINESS EDITION SERVICE AGREEMENTVITEC, INC. Business Edition Service Agreement 1. Pursuant to the terms and conditions of this Agreement, VITEC, INC. (hereinafter "Vendor") will provide the Client, during the term of this Agreement and with respect to the existing equipment & software (hereafter referred to as system), the services selected and summarized in this Agreement. VENDOR: VITEC, Inc. 13257 West 98th Street Lenexa, KS 66215 From: April 15, 2007 To: April14,2008 Annual Agreement Fee: $ $15 250 (Applicable Taxes, If Any, Will Be Added) Payment Frequency. Annual CLIENT: Fort Collins Company Name City of Fort Collins Address 300 LaPorte Avenue City Fort Collins State Colorado Zip Code 80521 INSTALLATION LOCATION (If Different): Company Name Fort Collins Utilities Address_ 330 South College Avenue City Fort Collins State Colorado Zip Code 80521 CLIENT SELECTED OPTIONS: System Maintenance Option ComoleteCARE - Transcend System Management Options Included Request Service Options N/A SYSTEM MAINTENANCE SUPPORT OPTIONS: Vendor to maintain system hardware and software functionality within specifications as published by the manufacturer. DATA BASE REPAIRS AND DATA ENTRY ARE NOT INCLUDED IN MAINTENANCE SUPPORT OPTIONS. Client selection from (4) System Maintenance Options, which follow, determines level of support service from Vendor. 2.a. CompleteCARE Support Option. Vendor to provide labor and parts replacement. System Maintenance Support provided during defined business hours. Includes System Management Options (Items 3a, 3b, 3c, 3d) during defined business hours. Defined business hours will be understood to mean Monday through Friday, 8:00 AM to 5:00 PM, CT, excluding holidays observed by Vendor. After-hours service and support available at current labor rate. 2.1b. Hardware & Software Support. VITEC provides parts depot services in addition to Client's inventory of spare parts. Replacement parts covered, shipment is billable to client. Site labor covered at current labor rate. Travel is billable in accordance with State of Virginia travel regulations. 2.c. Hardware Only Support Option. Vendor to provide labor and parts replacement. System Maintenance Support provided during defined business hours. After- hours service and support available at current labor rate. 2.d. Software Only Support Vendor to provide the following support in conjunction with the system maintenance option chosen: I. Response/Emergency. Vendor will use best efforts to respond to the Client's report of Emergency malfunction (defined as system failure to reboot for any reason, in- operability of 50 percent of ports, or 50 percent of agents unable to answer calls) within two (2) business hours after receiving notice thereof. "Response' is defined as a service ticket opened through VITEC's Main Support Line, Client contacted, action steps defined, troubleshooting initiated. II. Response/Non Emergency. Vendor will use best efforts to respond to the Client's report of non - emergency malfunction (defined as any malfunction other than emergency malfunction) within twenty-four (24) business hours after receiving notice thereof. III. Software Upgrades. SYSTEMS NOT AT MANUFACTURER'S CURRENT SUPPORTABLE SOFTWARE RELEASE MAY INCUR CHARGES NOT COVERED BY THIS AGREEMENT. Vendor will upgrade the base operating software for Client when upgrades are available. Operating software upgrades will be made available at current list price to Client under the following conditions. iii.a. The upgrade will be performed at Vendor's convenience. iii.b. Client will pay for any labor outside normal business hours at the then current rate. iii.c. Client will pay for any materials required for the upgrade. iv. Telephone Support. Vendor to provide remote telephone consultation to identify system problems and component failures during defined business hours. CLIENT ACKNOWLEDGES that he has read all of the provisions of this Agreement including those on the reverse side hereof. This Agreement constitutes the complete and exclusive statement of the terms and conditions agreed upon. There are no representations, warranties, or stipulations, written or oral, not herein contained. No modifications of this Agreement may be made except by a writing executed by an authorized agent of Vendor. This Agreement shall not be effective until signed by an authorized agent of Vendor. CLI Fort Collins B T RIZED SIGN TUggz� Mtc-5 �S 0AJ, Te-c PRINT NAME rt- TITLE o i—� - DATE VENDOR: VITEC, Inc. By- AUTHORIZED SIGNATURE PRINT NAME IIILL DATE FM6/99 CONFIDENTIAL SYSTEM MANAGEMENT SERVICES: Available during defined business hours in combination with CompleteCARE Support Option. 3.a. System Administration. Vendor will provide the following: remote additions, deletions and modifications to agents, holiday schedules. Vendor will use best efforts to respond to System Administration requests within twenty-four (24) business hours after receiving notice thereof. 3.b. Application Support. Vendor will provide diagnostics, maintenance and minor programming changes for existing software applications. 3.c. Training. Vendor will provide report Interpretation, supervisor training, and programming training. 3.d. License Backup. Vendor will provide semi-annual revery six (6) months], remote backup of system license. In event of corruption, Vendor to re -install license from backup. 4. REQUEST SERVICE OPTIONS: The following services are available at the Client's request. Additional charges for equipment or features ordered by the Client are subject to the prevailing price at the time orders are placed. 4.a. Application Development. Vendor will provide discovery, design, programming and implementation of new software applications. 4.b. Recording. Vendor will provide coordination of scripting; recording; and documentation of scripting for Client. 4.c. Training. Vendor will provide training services requested by Client, including agent training, report interpretation, supervisor training and programming training. Training services are available to Client in accordance with Vendor's then standard practices and price schedule. 4.d. Reports on Demand. Production and delivery of standard system reports upon demand, available at the then current rate. 4.e. Custom Requests. System relocation, consulting, disaster recovery, and other requests will be available as requested by Client at current billable rates and prices. 5. CURRENT BILLABLE LABOR RATES: Hourly rate will be billed in quarter (1/4) hour increments after exceeding the minimum. Labor is billed door-to-door (labor rate billable with a 1-hour minimum EXCEPTIONS: The following are expressly excluded from this Agreement. Repair of damage; replacement of parts; or increase in labor time resulting from: 6.a. Negligent, willful or intentional acts of Client. 6.b. neglect, misuse, tampering, accident, abuse, or any cause other than normal use in the manner intended by the parties hereto as described in the system specifications. 6.c. Client's failure to provide suitable system environment as outlined in the system specification, or any other failure of the Client to fully perform its responsibilities under this Agreement. 6.d. An act or event occurring external to the system which causes, either directly or indirectly, a failure or malfunction in the system including, without limitation, failure or malfunctions of the trunk or toll lines, cable, or other equipment connecting the system to the telecommunication system or the operating telephone utility, abnormal power Fluctuations, or failures which adversely affect the system. 6.e. Any other acts or events which may adversely affect the performance of the system, occasioned by acts of the Client or any third party, or the use by the Client or any third party of the system in combination with any other apparatus, device or other system not supplied or approved as to such combined use by Vendor, or the use by Client of any item of the system in a manner not intended by the parties hereto or specified by Vendor. 6Jf An act or event, which would require manufacturer support, that is no longer available. 6.g. An act or event resulting in failure of a proprietary card that Vendor cannot replace or is unable to secure. 6.h. An act or event resulting in the need to regenerate or add a license or patch. 7. SYSTEM SECURITY: Vendor does not warrant that operation of the system will be uninterrupted or error free. Further, although the system is designed to be reasonably secure from unauthorized intrusions, they are not invulnerable to fraud or "hacking." Therefore, Vendor makes no express or implied warranty against such fraud or "hacking." 8. TERMS AND PAYMENT: The term of this Agreement will commence as of the date set forth above and will cover a period of one year, unless a period other than one year is expressly stipulated in the space provided on the reverse side hereof. Payments due from the Client to Vendor hereunder will be made on or before the effective commencement date of this Agreement. In the event payment is not made at said time, Client will be billed for time and materials at the then current rate. Vendor may terminate this agreement at any time for nonpayment or late payment by Client. On the anniversary date of the Agreement, any additional equipment installed on Client's system will result in an increase of annual agreement fee. 9. TAXES: The maintenance service rate(s) or other charges incurred by Client under this Agreement do not include any federal, state or local privilege, use, sales or excise taxes paid or payable by either Vendor or Client with respect to this Agreement or any of the services performed or materials, equipment or other items provided by Vendor or Client, except for taxes based on Vendor's net income or capital stock, which will be bome by Vendor. 10. LIMITATION OF LIABILITY: The Client agrees that neither Vendor nor its subcontractor will be liable for any loss or damage to the Equipment or other property or injury or death to the Client's agents, employees, or Clients arising in connection with the maintenance services provided by Vendor or its subcontractor under this Agreement unless such loss, injury, death or damage results solely from the gross negligence or willful misconduct of Vendor officers, employees or agents or those of Vendor's subcontractor. IN NO EVENT WILL VENDOR OR ITS SUBCONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS 13Y CLIENT OF BUSINESS, REVENUES OR GOODWILL), ARISING IN CONNECTION WITH THIS AGREEMENT, ANY MAINTENANCE SERVICES PROVIDED BY VENDOR, OR THE EQUIPMENT. 11. FORCE MAJEURE: The timeliness of performance by Vendor of maintenance services hereunder or the performance of any other obligations of Vendor under this Agreement is in every case subject to delays caused by an Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or power, governmental laws, regulations or orders, acts or Inaction of Client, inability of Vendor subcontractors to perform, or any other cause beyond the reasonable control of Vendor or labor trouble, strike, lockout or injunction (whether or not such labor event is within the reasonable control of Vendor). In the event of any such delay, the period of time for performance of services affected by such delay will be extended to reflect the effective delay occasioned thereby. 12. ASSIGNMENT: Vendor may assign, subcontract, transfer or otherwise dispose of, in whole or in part, any of its interests, rights or obligations under this Agreement including, without limitation, Vendors obligation to provide maintenance services, provided that Vendor first gives adequate prior written notice thereof to the Client. Any subcontractor performing maintenance services or other services hereunder will be subject to the same terms and conditions as are set forth herein. Client will not assign or subcontract any part or all of its interests hereunder except upon the prior written consent of Vendor, which consent will not be unreasonably withheld, and any attempted assignment or subcontracting without Vendor's prior written consent will be null and void. 13. RENEWAL: The initial term of this Agreement will be for twelve (12) months, subject to being automatically renewed for consecutive one (1) year terms unless a notice of intention not to renew is given no later than thirty (30) days prior to the expiration of the then current term. Agreement fee subject to change with Vendor to provide notice to Client via US Mail Service sixty days in advance of effective fee change. 14. TERMS AND CONDITIONS: This Service Agreement is subject to certain Terms and Conditions that will be jointly developed by Client and Vendor. These Terms and Conditions will serve to identify and clarify performance standards and level of service applicable with recourses amending the Service Agreement. FM6/99-AXNT CONFIDENTIAL 03/29/2007 VITEC, Inc. 13257 West 98th Street Lenexa, KS 66215 913,859.0020 Fax 913.307.1400 Tax ID #48-1066378 To: City of Fort Collins Attn: Paul Folger 300 LaPorte Avenue Fort Collins. CO 80521 Ship To: HNVUHUE INVOICE NO: 54650 DATE: March 27, 2007 SALESPERSON P.O. NUMBER DATE SHIPPED SHIPPED VIA F.O.B. POINT TERMS 4-15-07 QUANTITY DESCRIPTION UNIT PRICE AMOUNT 1 2007-2008 Annual Client Support Agreement for Transcend System $15,250.00 (4-15-07 to 4-14-08) Initial System Documentation & Setup 1,000.00 SUBTOTAL $16,250.00 SALES TAX 0.00 TOTAL DUE $16,250.00 1.5% per month charged on all invoices not paid by due date shown above. Make all checks payable to: VITEC, Inc. If you have any questions concerning this invoice, call: Hank Seckar, phone 913.307.1488. THANK YOU FOR YOUR BUSINESS!