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HomeMy WebLinkAboutOPTIO SOFTWARE - CONTRACT - RFP - P821 FORMS SOFTWARESERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Optio Software, Inc., hereinafter referred to as "Service Provider". W ITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of one (1) page, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence July 1, 2002, and shall continue in full force and effect until December 31, 2002, unless sooner terminated as herein provided. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: City of Fort Collins, Purchasing P.O. Box 580 Ft. Collins, CO 80522 Service Provider: Optio Software, Inc. 3015 Windward Plaza Fairways II Alpharetta, GA 30005 SA 10/01 Sales Agreement Optio Software, Inc. 3015 Windward Plaza Windward Fairways lI Alpharetta GA 30005 Phone: (770)576-3500 Fax: +1 (770)576-3654 Date: 7/9/2002 Agreement Valid Until: 4/30/2002 By: C TO ER SIGNATURE TITLE /1.6-Ci1,\ %Rear."% /k4Vxa,ey DATE Pro cts and services above will be governed by terms and conditions of t _ I e'4r' A, }�J This Sales Agreement and pricing are valid until 4/30/2002. Pricing subject to change without notice. (� ('ram" d✓`' Customer acknowledges that the pricing information contained in this Agreement is confidential and agrees not to disclose the same or any part thereof to any third party and on the terms of this Agreement. OPTIO SOFTWARE ACCEPTANCE OPTIO SOFTWARE SIGNATURE TITLE DATE Optio Software agrees to supply the products and services above and on Master License Agreement and on the terms of this Agreement. SalesAgreemenq 7/9/2002; 4:04:49PM; Pg. 1 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, as set forth in the attached Exhibit "C", consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 9. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 10. Warran . (a) Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. SA 10/01 2 (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death SA 10/01 3 of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. ATTEST: City Clerk GGr.�F CITY OF FORT COLLINS, COLORADO a munici al corporation By: (� • . :Q� .. t� J n F. Fischbach City Manager BY 6 Jamb B. O Neill II, CPPO, FNIGP and Risk Management -0/r) ?� SA 10/01 4 O 1 p Optio'.S--o//ftware, Inc. Bv: VtAAA674 i I TE PRESIDENT OR VICE PRESIDENT Date: ' Z 7" o y (Corporate Seal) SA 10/01 Exhibit A Scope of Work Document Conversion: Redesign or convert the existing City of Fort Collins Optio Designer documents to the Optio Design Studio product. This includes, but is not limited to, mapping fields, creating business rules, defining output devices and using existing logos and signatures to have fully functional documents in Design Studio. The documents to be converted include: • Purchase Orders (multiple versions) • Account Receivable Invoices • Accounts Payable checks • Payroll checks • Payroll Direct Deposit Advices • Timesheets Optio Assigned Personnel: The City of Fort Collins requests that Newell Blayton of Optio be assigned to this project. Mr. Blayton is familiar with the City's documents. City of Fort Collins Assigned Personnel: The City of Fort Collins will send a Systems Analyst to Design Studio Training. Immediately following the training, the City employee will work with Mr. Blayton of Optio to "hands on" assist with the document conversion to Design Studio. Work Schedule: City Training Aug. 5-7 Atlanta, GA Document Conversion (On -site at Optio with Mr. Blayton) Aug. 8-16 Atlanta, GA Optio Software Install/Integration Aug. 26 Fort Collins, CO SA 10/01 EXHIBIT B INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. SA 10/01 Exhibit C Compensation and Payment Schedule: On Signing: 50% of Optio Design Studio 100% of Maintenance (Less credit for maintenance paid for Designer for 2002-2003) On Software Install: 50% of Optio Design Studio Cost Training: Current rates at the time of training Daily Rate for Conversion Payment made upon acceptance of each form $2,500 18% of $5,000 = $900 $2,500 $1,500 The City shall have the ability to install Design Studio on unlimited machines at the City. SA 10/01 Sales Agreement Optio Software, Inc. 3015 Windward Plaza Windward Fairways II Alpharetta GA 30005 Phone: (770)576-3500 Fax: +1 (770)576-3654 Customer Contact: Accounts Payable Phone: Bill To: Accounts Payable Ship To: Sherrie Temple City of Fort Collins City of Fort Collins 300 Laporte Avenue 300 Laporte Avenue Fort Collins, CO 80522 Fort Collins, CO 80521 Date: 7/9/2002 Agreement Valid Until: 4/30/2002 EndUsm Sherrie Temple City of Fort Collins 300 Laporte Avenue Fort Collins, CO 80521USA MASTER LICENSE AGREEMENT #: 57812 TAX EXEMPT #: ORDER #: 9538 SALESPERSON TERMS SHIP VIA P.O.NUMBER Heidi Bailey 50% of software and maintenance due upon execution and FedEx N/A due net 30. Service5@9Ye billed as incurred. FOB Shipping Point ITEM # QTY DESCRIPTION UNIT PRICE AMOUNT DPI 1 Optio DesignStudio-US $5,000.00 $5,000.00 Windows -based graphical user interface. Upgrade from Designer to Design Studio with $5000 credit for purchase of Designer software. PIM 13 Implementation Consulting $1,500.00 $19,500.00 Optio Software Install/Integration: 1 day AP Check Install/Test: 2 days AR Invoice Install/Test: 2 days PO & OPAL PO Install/Test: 2 days Payroll Check Install/Test: 2 days Pay Stub Install/Test: 2 days Time Sheet Install/Test: 2 days 1 The implementation costs quoted are estimates of the time normally required to implement, integrate, and test each document and are not fixed price quotes. Additional document customization, integration, and testing costs may be incurred to ensure that documents operate properly with the client's environment. Client will only be billed for services and design work actually performed. PRIM Project Management $400.00 $400.00 Project Management, two hours. 5X12 1 5X12 5 days per week, 12 hrs per day -US $900.00 $900.00 Normal phone, email, fax support for purchased products. 8 AM - 8 PM M-F (12 month contract.) StandardCare Notes: n TOTAL $25,800.00 �um�ERA t . _ ,. . • . �. �t ��• : see SalesAgreement; 7/9/2002; 4:04:49PM; Pg. 1