HomeMy WebLinkAbout20131223.tiffRESOLUTION
RE: APPROVE STANDARD MAINTENANCE AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - BUSINESS IMAGING SYSTEMS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Standard Maintenance Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the District Attorney's Office, and Business Imaging
Systems, Inc., commencing November 30, 2011, and ending December 31, 2013, with further
terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Standard Maintenance Agreement between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
District Attorney's Office, and Business Imaging Systems, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of May, A.D., 2013, nunc pro tunc November 30, 2011.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Weld County Clerk to the Bo
BY:
APP
my Atto
Date of signature: `7O 9
William F. Garcia, Chair
Sean P. Conway
Mike Freeman
EXCUSED
Barbara Kirkmeyer
Cc. oa teko
er, Pro-Tem
2013-1223
DA0024
fDt:trF01
Blake,
Included in this envelope are 3 original copies of the
Standard Maintenance Agreement Contract #00008709. Please
keep two for your records and sign and return one in the pre-
paid envelope provided. Thank you very much.
JW Matlock I Service Manager' Business Imaging Systems 113900 N Harvey Ave I Edmond, OK 73013
Desk (405) 418-7435 I Mobile (405) 234 032E I Fax (405) 848-1152 Email jmatlock@bisok.com
www.bisok.com
2013-1223
13900 N. Harvey • Edmond, Oklahoma 73013 • (405) 507-7000
vrww. bis ok. co m
Business Imaging Systems Inc.
STANDARD MAINTENANCE AGREEMENT (No. 00008709)
The parties of this System Maintenance Agreement ("Agreement") are Business Imaging Systems, Inc. ("BIS"), an Oklahoma corporation, and
the party identified on the signature block ("Licensee"), both having principal places of business at the addresses specified in the signature block
of this Agreement.
WHEREAS BIS and Licensee have entered into a System Maintenance Agreement, the Parties now desire to enter into an agreement for the
maintenance and support of the Hardware and Software provided in the attached proposal Exhibit "A".
NOW THEREFORE, in consideration of these premises and the mutual covenants and conditions contained herein BIS and Licensee agree to the
following
I. Purpose
BIS provides a variety of products services to its Clients. This Agreement describes the terms and conditions under which Client may engage BIS
to purchase products and perform services for Client.
2. Definitions
The following definitions apply to this Agreement and any related Statement of Work.
2.1 "Advanced Integration Code" means code written to enhance the usefulness of specific software programs by means of third party programs.
2.2 "Basic Integration Code" means code written to modify a function of a software application using that software's integrated user interface.
2.3 "Client Inflicted Outage" means any modification to software or procedures that were not originally provided and installed by BIS that
causes an interruption of service or the use of products or software.
2.4 "Code" means computer -programming code. Unless specifically stated otherwise in the SOW, Code includes Binary Code but not Source Code.
"Binary Code" means Code that loads and executes without further processing by a software compiler or linker.
2.5 "Confidential Information" means (i) the terms of this Agreement and any SOW, (ii) Client records, files and data which BIS has accessed in
performing the Services, and (iii) any other information that the disclosing party ("Discloser") desires to protect against unrestricted disclosure by
the receiving party ("Recipient") and that (a) if disclosed in tangible or electronic form, is marked in writing as "confidential" or (b) if disclosed
orally or visually, is designated at the time of disclosure as "confidential."
2.6 "Consumable Parts" means parts that require routine replacement as they become depleted or worn out with continued use.
2.7 "Conversion" means the process of converting paper/microfilm/microfiche records to digital/electronic images or records.
2.8 "Conversion Architecture" is the description of how digital pages will be separated into documents and indexed.
2.9 "Deliverable" means any Software Product or Service, Code, Documentation or data procured or prepared by BIS under a SOW for delivery to
Client, and any other objects identified as Deliverables in a SOW.
2.10 "Documentation" means written information prepared under a particular SOW, including text or graphic files.
2.11 "Hardware" means any non -software based technology used by Client.
2.12 "Help Desk Support" means telephone assistance to assist with the resolution of a problem occurring with a particular product or service.
2.13 "Maintenance Agreement" means an agreement to whereby BIS will provide technical support services to Client according to their Service Level
Agreement.
2.14 "Maintenance Services" means work effort and repair parts provided by BIS personnel to Client in order to repair a specific technical problem.
2.15 "Non -Standard Record Condition" is defined as files and records that are in a generally disorderly condition including but not limited to loose
pages, illegible records, arranged in an illogical manner, or record separation which is not clearly defined.
2.16 "Onsite Support" means repair services provided by BIS at Client's location.
2.17 "Records Conversion" is the resulting product or data after conversion from paper or film media.
2.18 "Replacement Parts" parts that are used to replace or broken or malfunctioning parts in Hardware.
2.19 "Products" means software or hardware used by Client or referenced in this agreement.
2.20 "Residuals" means technical information or know-how retained in an employee's memory, but does not include information deliberately
memorized to classify it as Residuals.
2.21 "Service Level Agreement" means the defined support services provided by BIS to Client.
2.22 "Service Queue Placement" means the order in which BIS processes service requests for Client.
2.23 "Services" means the Services and Deliverables to be provided by BIS to or for the benefit of Client, as described in this contract or a SOW. Such
services may include, but are not limited to records storage, records conversion, various professional services, technical support, equipment
repair, consulting, and or education services.
2.24 "Software" means commercially available ("commercial off the shelf") programs or application package, which performs certain tasks.
2.25 "Software as a Service" means an exclusive right to use software and systems infrastructure licensed to BIS located within BIS corporate offices.
2.26 "Source Code" means human -readable form of Code and related system documentation, including comments and any procedural language.
2.27 "Standard Record Condition" is defined as files and records that are organized in a logical manner that reflects the page order and orientation
representative of the order and orientation that the client desires, and record separation is clearly defined.
2.28 "Storage Media" means electronic storage disk such as hard drive, network storage device or any magnetic or optical media used to store data.
2.29 "Statement of Work" ("SOW") means a written document executed between the parties, or when authorized by BIS, an order form signed only by
Client, that includes at least the following information: (i) a description of the Services and Deliverables; (ii) the parties' responsibilities; (iii) the
specific products being purchased by the Client from BIS, (iv) the fees and method of calculation.
2.30 "Upgrade Assurance License" means a license to install and use any software bug fixes and version enhancements available by the original
manufacturer.
2.31 "User Interface" means the part of the software that the user sees and interacts with.
3. Rules of Engagement
3.1 Initiating Services. Services provided by BIS to Client shall be implemented through individual Statements of Work. A SOW will become
effective upon execution by authorized representatives of both parties, unless the SOW is in the form of an order form signed by Client, which
will become effective upon written acceptance by BIS.
3.2 SOW Integration. This agreement will be made a part of each SOW, and the Agreement terms and conditions will apply to each SOW. If a SOW
contains provisions inconsistent with this Agreement, the SOW provisions shall prevail with respect to that SOW. This Agreement by itself does
not obligate a party to provide any services or enter into any SOW.
3.3 Change Order. Any changes to the obligations of either party or to any other material aspect of a SOW will require a written change order signed
by both parties that describes the changes and any related cost adjustments.
3.4 Acceptance. Services will be deemed satisfactory to and accepted by Client unless within thirty (30) days after submission to Client, Client gives
BIS written notice of how the Services do not meet the SOW requirements. Upon receipt of such written notice, BIS will use commercially
reasonable efforts to correct any claimed deficiencies.
4. Maintenance Services
4.1 Maintenance Services. During the term of this contract BIS will provide Client with the following support services. Maintenance support
services are provided at two service levels. Standard Support and Platinum Support. These two categories of service will provide Client with
BIS assistance to repair various technical problems. Client shall inform BIS of support requirements by calling the BIS helpdesk
(888.408.5668) during support hours (7am — 7pm cst). BIS Support personnel will make all reasonable efforts assist the Client's personnel in
resolving the technical problems as outlined in the Service Level Agreement.
BIS provides Maintenance Services on Products listed in the Exhibits of this contract. Software and Hardware Products will require different
support services. Software Defects identified by Client will require BIS to provide technical support services to troubleshoot and resolve any
defect or malfunction associated with the listed Software. Malfunctioning Hardware Products will require BIS to provide Client with onsite
technical resources and Replacement Parts required to repair the Hardware Product. Consumable Parts are not considered replacement parts.
Tier
Contact
E -mall
Direct Office
Alt
No. 1
BIS Help Desk
helpdesk@bisokmm
(405) 507-7006
(888) 408-5668
No. 2
Jared Bryant (Supervisor)
i hryantg)hisok. corn
(405) 418-7433
No. 3
1W Matlock (Service Manager)
)matlnckln) hisok. mm
(405) 418-7436
(405) 234-0326
411 Service Level Agreement
Standard Support. This support level provides Client with BIS technical support for specific products as outlined in Exhibits of this contract. BIS
Will provide Client reasonable remote service for questions or problems with the use of products listed in the Exhibits of this contract. BIS will
assist Client with the correction and troubleshooting of any defect for all listed Products that prevent normal use of said Products upon prompt
notice to BIS by Client. BIS will provide Replacement Parts to repair malfunctioning Hardware listed in this contract. Consumable Parts are not
included with Standard Support. Client is responsible for installing Consumable Parts.
Platinum Support. This support level provides Client with BIS, technical support for specific products as outlined in Exhibits of this contract.
Platinum Support provides all the support services defined in the Standard Support Level as well as various enhanced support options. Platinum
Support includes reasonable provisions for consumable parts within standard consumption parameters as defined by BIS. This service level will
provide the Client with onsite BIS technical support if required for all products under this Service Level. This onsite support includes travel
expenses at no additional cost to the Client. This service level includes technical assistance for Advanced Integration Code covered under this
agreement. Additional services are outlined in the following table (SLA Description).
SLA Description
Help Desk Phone Support
4
4
WEREX Remote Support
4
4
On -site Hardware Support
4
4
Non -chargeable Software Updates
4
4
Software Assurance License
4
4
Basic Integration Code Assistance
4
4
Client Inflicted Outage Assistance
4
4
Priority Service Queue Placement
4
Onsite Support for Software Problem
Resolution
VPN and Secure FTP Connection
4
Scanner Consumable Parts Included
4
BIS Utility Software License
4
Advanced Integration Code Support
4
MAX Sentinel Service '
System Integrity Service
4
'additional charges may apply
5. Software as a Service
5.1 BIS Software as a Service. Client may purchase the right to use various BIS software applications. This Software will be available through a
defined service model and described in detail in the SOW. Where applicable BIS grants to Client, and Client accepts, subject to the terms and
conditions in this Agreement, a non-exclusive and non -transferable limited license to (i) access and use BIS' server -based software described in
the SOW and to install and use BIS' workstation -based software described on the SOW and (ii) use BIS' manual and other materials delivered to
Client for use in connection with the BIS' Software (collectively, the "Manual"). BIS' Software and Manual are proprietary and constitute trade
secrets information of BIS. Client shall not claim or represent to any third party to have any other right or interest in the BIS Software or such
databases or indices. Service Level Agreements for BIS Software as a Service will be outlined in the SOW.
6. Responsibilities
6.1 Assumptions. The description of the Services and related compensation amount in each SOW will be based upon information Client provides to
BIS and upon any assumptions set forth in the SOW. Client acknowledges that if the information provided by Client is incomplete or inaccurate,
or if the stated assumptions are not correct, then the parties will modify the SOW pursuant to Section 3.3 above.
6.2 Client Assistance. Client agrees that it will reasonably cooperate with and assist BIS in BIS' performance of the Services and Delivery of the
Products.
6.3 Records Condition. Client is to provide BIS records in a Standard Record Condition. "Standard Record Condition" is defined as files and
records that are organized in a logical manner that reflects the page order and orientation representative of the order and orientation that the client
desires, and record separation is clearly defined. "Non -Standard Record Condition" is defined as files and records that are in a generally
disorderly condition including but not limited to loose pages, illegible records, arranged in an illogical manner, or record separation is not clearly
defined. Documents in a "Non -Standard Record Condition" require additional effort to process and may require specific services fees.
6.4 Project Managers. Each party shall appoint a project manager ("Project Manager") for each SOW. Each party may replace its designated Project
Manager upon written notice to the other party.
6.5 Protection of Client System. Client is solely responsible to take appropriate measures to isolate and back up its computer system, including its
computer programs, data and files, and to take other actions necessary to protect its system and data.
6.6 Site Regulations. BIS employees performing Services on Client premises shall observe reasonable safety and security protocols of which BIS is
notified in writing. While working on -site with the Client, BIS personnel shall abide by all reasonable workplace rules that are obvious or made
known to them, such as smoking restrictions, drug -free workplace rules, parking zones, physical and network security policies, privacy policies
and hours of operation.
6.7 Notification to Client of Possible Need for Work Outside the Scone of a SOW. BIS shall notify Client immediately of any possibility of the need
for work outside the scope of any SOW. Such work shall not commence until and unless Client agrees to the work and to the rate of
compensation to be charged by BIS.
7. Compensation and Payment Terms
7.1 Compensation for Services; Expenses. Client shall pay all the amounts listed in the Exhibits attached to this contract including the relevant SOW,
including, without limitation, compensation for Services.
7.2 Purchase Order. Prior to the start date of a SOW, Client shall issue a Purchase Order ("PO") equal to the amount specified in this contract or in
the relevant SOW.
7.3 Payment. Payment shall be due forty five (45) days from the date of invoice. All payments shall be made in U.S. dollars. Payments made later
than the due date will accrue interest from the date due to the date paid as allowed by Colorado State Law. If a payment is late, BIS shall be
entitled to suspend performance of the Services and, at its option, terminate the relevant SOW on written notice.
7.4 Invoicing. Unless otherwise agreed in a SOW, Service fees and expenses shall be calculated by BIS on a monthly basis and invoiced to Client
within fifteen (15) days after the end of each month.
74 Taxes. Payments made by Client to BIS are exclusive of applicable taxes. Client is a tax exempt organization, and shall provide proof of such to
BIS.
8. Intellectual Property
8.1 Restrictions. Except as expressly authorized in this Agreement, Client agrees not to rent, lease, sublicense, distribute, transfer, copy, reproduce,
display, modify or time share any Deliverable, unless required to do so by law or by court or government agency order.
8.2 Protection of Deliverables. Client agrees to take all reasonable steps to protect Deliverables under this Agreement, and any related
Documentation, from unauthorized copying or use. If a Deliverable consists of software, the source code of such Deliverable shall be deemed to
include trade secrets of BIS and/or its licensors and is not licensed to Client. Client agrees not to modify, disassemble or decompile any such
Deliverable in order to discover the trade secrets contained in the source code or for any other reason.
9. Warranty
9.1 Warranty for Services. BIS warrants that the Services shall be performed in a professional manner in accordance with generally accepted industry
standards. Unless otherwise stated in the SOW, this warranty shall be effective for ninety (90) days following acceptance of the Services in
accordance with Section 3.4. Upon breach of this warranty, BIS' obligation is to correct the Services so that the Services comply with this
warranty. If BIS is unable to correct the Services within a reasonable period of time, Client's sole remedy is to terminate the relevant SOW and
obtain a refund of the amount Client paid to BIS for the Services related to that SOW that BIS is unable to correct.
9.2 Exclusions. This warranty excludes non-performance issues that result from third -party hardware or firmware malfunction or defect; software not
developed by BIS; incorrect data or incorrect procedures used or provided by Client or a third party; or defects which are outside the reasonable
control of BIS. Client will reimburse BIS for its reasonable time and expenses for any Services provided at Client's request to remedy excluded
non-performance issues. This warranty shall immediately cease if Client or any third party modifies any portion of a Deliverable and/or modifies
Client's system so that a Deliverable is no longer functional or appropriate.
9.3 Disclaimer. Except as expressly described in this warranty section, BIS makes no warranty of any kind. BIS disclaims and excludes all other
express, implied, and statutory warranties, representations, and conditions with respect to services and deliverables, including the implied
warranties of merchantability, good title, non -infringement, and fitness for a particular purpose. BIS does not warrant that the Services or any
Deliverables provided will be without defect or error.
10. Confidential Information
10.1 "Confidential Information" means (i) the terms of this Agreement and any SOW, (ii) Client records, files and data which BIS has accessed in
performing the Services, and (iii) any other information that the disclosing party ("Discloser") desires to protect against unrestricted disclosure by
the receiving party ("Recipient") and that (a) if disclosed in tangible or electronic form, is marked in writing as "confidential" or (b) if disclosed
orally or visually, is designated at the time of disclosure as "confidential."
10.2 Exclusions. Confidential Information will not include any information that is (i) already in possession of Recipient without obligation of
confidence; (ii) independently developed by Recipient; (iii) becomes publicly available without breach of this Agreement; (iv) rightfully received
by the Recipient from a third party without obligation of confidence; (v) released for disclosure by the Discloser with its written consent; or (vi)
required to be disclosed pursuant to court or government agency order or rule, provided that before disclosing any otherwise Confidential
Information, Recipient provides reasonable notice of such order or rule giving Discloser opportunity to object to or limit such disclosure.
10.3 Obligations. The Recipient of Confidential Information agrees to exercise reasonable care to protect Confidential Information from unauthorized
disclosure, which care shall not be less than the Recipient exercises to protect its own confidential information. The Recipient may disclose
Confidential Information only to its employees or agents who need to know such information and shall contractually require such employees or
agents to comply with the obligations of confidentiality.
10.4 "Residuals" means technical information or know-how retained in an employee's memory, but does not include information deliberately
memorized to classify it as Residuals. Either party shall be free to use for any purpose Residuals resulting from access to or work with
Confidential Information provided that such party otherwise complies with the confidentiality obligations contained in this contract. However,
this provision does not grant either party a license under the other party's patents or copyrights, nor does it give the Recipient the right to disclose
business plans or financial, statistical, or personnel data, nor does it allow for any purpose the literal copying of a document. The Recipient shall
have no obligation to limit or restrict the assignment of persons with Residuals.
11. Indemnification and Insurance
Infringement Indemnity. Subject to the limitations in Section 10, BIS will indemnify, defend and hold Client harmless from any final judgment
awarded against Client, or settlement to which BIS agrees, which provides that any Deliverable supplied by BIS infringes any U.S. copyright or
U.S. patent of any third party, provided: (i) Client promptly notifies BIS in writing of the initial claim; and (ii) BIS shall have the sole control of
the defense of any action and all negotiations for settlement and compromise.
11.1.1 Remedy. Should any Deliverable provided by BIS under this Agreement, or the operation of any such Deliverable, become, or in BIS' opinion is
likely to become, the subject of infringement of any U.S. copyright or U.S. patent, BIS' sole obligation and Client's exclusive remedy under this
Section shall be, at BIS' option and expense, either to procure for Client the right to continue using the Deliverable, to replace or modify the
Deliverable so that it becomes non -infringing, or to grant Client a refund of the amounts paid by Client.
11.1.2 Disclaimer. BIS shall have no responsibility for infringement to the extent the infringement results from (a) compliance with Client's designs or
instructions, (b) a modification not authorized in writing by BIS, (c) use or combination with third party software, equipment, or data, (d) non -
licensed use, (e) third party software provided under this Agreement, or (0 open source technology incorporated in or provided with Services or
Deliverables.
11.2 Insurance. Each party will maintain reasonable amounts of insurance, which shall at least meet any limits required by law, for public liability,
property damage, employer's liability and workers compensation.
12. Limitation of Liability
12.1 BIS shall not be liable to Licensee or to any other person, firm or company, for failure to fulfill its obligations hereunder due to causes beyond its
control.
12.2 Liability. Client's records are not insured by BIS for the benefit of Client or any person that may have an interest in such property. BIS assumes
no liability for loss or injury to Client's records and Client's records are stored at Client's risk of loss or damage unless such damage or loss is
caused by BIS' failure to exercise the degree of care required by law. By written agreement BIS' liability for loss or damage to Client's records
may be increased, in which event the storage charge will be increased commensurate with the increased liability. Client waives and releases any
claim against BIS on account of loss or damage to any items not listed as Client's records on the deposit receipt, whether such loss or damage
was due or claimed to be due to company's negligence or the negligence of its officers, agents or employees
12.3 Disclaimer. Neither party shall be liable to the other for any indirect, special, incidental or consequential damages, (including loss of profits or
business) arising under or relating to this agreement or any SOW, even if the other party has been advised of the possibility of such damages.
12.4 Limitation of Action. No action arising out of this Agreement, regardless of the form of action, may be brought by Client more than one year after
the Services were accepted by Client, or the SOW was terminated, whichever occurred first.
13. Term and Termination
13.1 Term. This Agreement commences on its Effective Date and, unless otherwise terminated as set forth below, ends when a party terminates such
for its convenience by providing the other with written notice which shall become effective ten (10) business days after receipt thereof
13.2 Termination For Cause. Either party may terminate the Agreement or any SOW upon written notice for the substantial breach by the other party
of any material term, if such breach is not cured within thirty (30) days following receipt of written notice of breach from the non -breaching
party. Termination shall be in addition to any other remedies that may be available to the non -breaching party.
13.3 Consequences of Expiration and/or Termination. Upon written notification of termination of services, new records will not be placed into
production. Client will be charged for records processed, and the completion of processing of records that were in production at the time of said
notification. Final charges for services performed with the transition of material and/or data after the termination of services will be charged at
BIS standard fee schedule(s) rates.
13.3.1 Effect of Termination. Unless otherwise agreed to in writing, upon Agreement termination, any SOW then in effect will immediately terminate.
13.3.2 Termination Payment. In the event of termination of a SOW, Client shall pay BIS the amounts specified in the Costs Section of each such SOW
relating to work performed by BIS prior to and including the date of termination, as well as any additional costs or expenses which BIS has
incurred or contracted for with respect to the Services and is unable to avoid. Additionally, all property of each party in possession of the other
party; relating to such SOW shall be returned, including, without limitation, any Deliverable provided to Client by BIS in this Contract or under
such SOW but not yet fully paid for by Client and all Confidential Information. Except in case of breach by Client, Client may retain a license to
use incomplete Deliverables for which it has paid; however, all warranties regarding such Deliverables shall cease.
13.3.3 Survival of Terms. The provisions of this Agreement which by their nature extend beyond the termination of the Agreement will survive
termination or expiration of the Agreement.
14. General Provisions
14.1 Equipment and Software. Any BIS equipment, software or other material used to process a record conversion onsite (Client's location) shall
remain BIS property during and upon the completion of the conversion project.
14.2 karate Software License. The Services may be in support of a Client license to software under a separate agreement. Such separate agreement
shall govern all use by Client of such software, and this Agreement shall relate solely to the Services. This Agreement is not intended to modify
in any way the licensing, warranty, or other agreement provisions for software products separately licensed by Client from BIS or any other party,
except as expressly provided herein or in a SOW.
14.3 Notice. Unless otherwise agreed to by the parties, all notices shall be deemed effective when made in writing and received by either (i) registered
mail, (ii) certified mail, return receipt requested, (iii) overnight mail, or (iv) fax with confirmation, addressed and sent to the receiving party's
address specified in the introductory paragraph to this Agreement, with the original of the notice being addressed to the Project Manager (with
respect to any SOW).
14.4 Force Maieure. If either party shall be prevented from performing any portion of this Agreement by causes beyond its control, including labor
disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such
defaulting party shall be excused from performance for the period of the delay and for a reasonable time thereafter. BIS shall not be responsible
for failure of performance due to causes beyond our control, including, but not limited to: acts of God or nature, labor disputes, actions of any
government agency or shortage of materials.
14.5 Independent Contractor. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create an employment or
agency relationship or a partnership between a party and the other party or the other party's employees or agents. Each party shall be solely
responsible for payment of its employees' salaries (including withholding of income taxes and social security), workers compensation, and all
other employment benefits.
14.6 Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado and applicable U.S. federal
laws, without regard to conflicts of laws provisions. Venue for any actions arising under or relating in any way to this Agreement shall vest
exclusively in the courts of general jurisdiction of the State of Colorado.
14.7 Attorneys' Fees. If a party initiates Agreement -related legal proceedings, the prevailing party will be entitled to recover reasonable attorneys'
fees.
14.8 Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or
unenforceable, the remaining provisions or portions shall remain in full force and effect.
14.9 Waiver. No waiver of any Agreement right shall be effective unless in writing signed by an authorized representative of the waiving party. No
waiver of a right arising from any breach or failure to perform shall be deemed a waiver of any future right.
14.10 Binding Effect/Assignment. This Agreement is binding upon the parties' respective representatives, successors, and assigns. Neither party shall
transfer or assign this Agreement without the prior written consent of the other party. However, neither party shall unreasonably withhold consent
to an assignment of this Agreement.
14.11 Entire Agreement. This Agreement, including any SOW, is the entire agreement between the parties with respect to the subject matter and
supersedes any prior agreement or communications between the parties relative thereto, whether written or oral. This Agreement and/or any SOW
may be modified only by a written addendum or change order signed by authorized signatories of both parties. The terms of any invoice,
purchase order or similar document will not modify this Agreement.
14.12 Funds Availability. Financial obligations of Client payable after the current fiscal year are contingent upon funds for that purpose being
appropriated, budged and otherwise made available. By execution of this Agreement, Client does not warrant that funds will be available to fund
this Agreement beyond the current fiscal year.
The parties have executed duplicate originals of this Agreement by their duly authorized
representatives.
LICENSEE:
WELD COUNTY, COLORADO, ON BEHALF OF THE DISTRICT ATTORNEY FOR
THE 19TH JUDICIAL DISTRICT
1402 N. 17th Avenue
GREELEY, CO 80631
Chair
MAY 202013
(Signature) Title (Date)
William F. Garcia, Chair
Board of Weld County Commissioners
BUSINESS IMAGING SYSTEMS, INC.
13900 N. Harvey Avenue
Edmond, OK 73103
Help Desk (405) 507-7006 or (888) 408-5668
Fax (405) 848-1152
a ,,
(Signature)
Service Manager
Title
21.1x212013
(Date)
avi3 -'ad.3
EXHIBIT "A"
SYSTEM MAINTENANCE AND SERVICE FEES
System Maintenance Fees: Contract Period: 11/30/2011 to 12/31/2013
For services rendered under this Agreement, Licensee agrees to pay BIS: $32,205.34 for Annual Software Support.
Primary Application Software:
ItemNo
Description
Qty
StartDate
EndDate
ProratedAmt
457-000-256
DISKXTENDER FOR WINDOWS FILE SYS MGR
1
11/30/2011
12/31/2013
$0.00
456-004-570
DISKXTENDER FOR WINDOWS 2TB CP
1
11/30/2011
12/31/2013
$3,686.73
456-004-587
DSKXTNDR WIN FILE SYSTEM MGR SVR
1
11/30/2011
12/31/2013
$2,594.23
ER -TEN -PACK
EROOM TEN USER PACK ST
1
11/30/201112/31/2013
$0.00
ER-CLIENT-ZER
NOCHARGEEROOMCLIENTFORAXCHANNEL
10
11/30/201112/31/2013
$0.00
ER -SQL -ZERO
NO CHARGE EROOM SERVER MS SQL FOR AX CHA
1
11/30/2011
12/31/2013
$0.00
456-102-313
APPXTENDER WORKFLOW MANAGER - FORMS
1
11/30/2011
12/31/2013
$975.44
456-102-314
APPXTENDER WORKFLOW MANAGER SERVER
1
11/30/2011
12/31/2013
$975.44
456-102-310
APPXTENDER WORKFLOW MGR -5CC USER PK
1
11/30/201112/31/2013
$2,145.98
456-102-310
APPXTENDER WORKFLOW MGR - 5CC USER PK
1
11/30/201112/31/2013
$2,145.98
456-100-463
APPLICATIONXTENDER SERVER- 1CC USER
1
11/30/201112/31/2013
$1,170.14
456-100-463
APPLICATIONXTENDER SERVER - 1CC USER
1
11/30/201112/31/2013
$1,170.14
456-100-422
PEGASUS SCANFIX FOR APPLICATIONXTENDER
1
11/30/2011
12/31/2013
$29.27
456-100-428
APPX PROINDEX FULL TEXT CLNT -1CC USER
1
11/30/201112/31/2013
$78.04
456-100-497
APPXTENDER PROINDEX FULL TEXT SERVER
1
11/30/2011
12/31/2013
$1,170.53
456-100-422
PEGASUS SCANFIX FOR APPLICATIONXTENDER
14
11/30/2011
12/31/2013
$409.70
456-100-422
PEGASUS SCANFIX FOR APPLICATIONXTENDER
1
11/30/201112/31/2013
$29.27
456-100-464
APPLICATIONXTENDER SERVER -3CC USER
1
11/30/201112/31/2013
$3,238.47
456-100-466
APPLICATIONXTENDER SERVER -10CCUSER
1
11/30/201112/31/2013
$8,779.00
456-100-425
APP LICATION XTEN DER IMAGE CAPTURE SERVER
3
11/30/201112/31/2013
$585.27
456-100-463
APPLICATIONXTENDER SERVER -1CCUSER
1
11/30/201112/31/2013
$1,170.14
M-ESGSPEC-313
ESG REINSTATEMENT FEE
1
11/30/2011
12/31/2013
$1,851.58
Total
$32,205.34
TOTAL AMOUNT: $32,205.34
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