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MTS Software Support Services Agreement
WELD COUNTY COLORADO
915 10th Street
PO Box 758
Greeley, CO 80632
Attn: Susan Quick
Today's Date: 10/10/08
Service Agreement Number(Customer Code): WELDCO
Service Agreement Start Date: 11/22/08
Service Agreement Expiration Date: 11/21/09
This Software Support Services Agreement (SSA), when signed by MTS IntegraTRAK ("MTS"), is MTS'
acceptance of the order from the Customer (you) for the Software SSA, a summary of which is set forth
below, for the eligible Products installed at the above specified Premises. Items below do not include any
sales tax; your MTS invoice reflects exact taxes verified against local sales tax regulations. This software
only SSA does not cover hardware, support for customer-provided equipment or hardware replacement.
Premium Coverage Plan for Application Suite Maintenance Price:
Enterprise
Business Day Coverage; Monday through Friday 8am-5pm customer local time
1: Up to 60 hours per year of Remote Help Desk Service
2: Bring Rate tables current with maintenance renewal annually $9450.00
3: Tech Support calls during Regular Hours consisting of Note: For renewal AND
a 4-hour Remote Response Time for Major Corrective Maintenance receipt of payment
( ) P J BEFORE 11/21/08;
(b)24-hour Remote Response Time for Minor Corrective Maintenance apply 1.5%discount
(c) Customer designated coverage hours based upon MTS approval
(d) See Below
1. DEFINITIONS
Maintenance Support Services (Services) - MTS will be provided on a best effort basis for the following
Maintenance Support Services:
(a) Major Corrective Maintenance
(b) Minor Corrective Maintenance
(c) Service Labor on Parts and Materials as purchased from MTS
(d) Remote diagnostics
(e) Remote Software Application Support
MTS' performance of Services, at your request outside your Coverage Hours, will be at MTS' then current
hourly rates and minimum charges for Overtime Hours. MTS will provide such Services on an "as
available"basis.
Major Corrective Maintenance:
(a) Data Collection Device is not functioning
(b) Data Collection Device is at full capacity
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(c) Unable to collect records into MTS software
Minor Corrective Maintenance—Covers Services other than those included in the definition of Major
Corrective Maintenance.
Coverage Hours—the hours during which Services will be provided without an additional charge.
Overtime Hours—any hours not covered during your Coverage Hours.
Regular Hours-- Business Day Coverage: Customer Local Time , Monday through Friday, excluding MTS
holidays, a list of MTS holidays is available upon request.
Response Time-a target of how quickly MTS will respond to perform remote or on-site Services on a
Product
Remote Response- Services provided remotely
On-Site Response - arrival of a Customer Engineer at your Premises to provide Services after MTS
determines that on-site support is required. Travel time and expenses will be billed additionally, after a
customer Purchase Order has been received by MTS.
Remote Software Application Support- remote diagnostics performed are as follows:
• Correction of Program Errors (defined as a defect in the Software that is not caused by the Customer)
• Enhancements of licensed Software programs not constituting new products or additional modules
• Service Updates of licensed Software programs (maintenance releases only, not new versions)
• Hot-Line and remote diagnostic telephone support
2. TERM OF SERVICE
This Agreement will have a one-year term of service (Term) commencing on the Service Agreement Start
Date specified in this Agreement. The Term will be renewed automatically for successive one-year Terms
unless either party gives the other party written notice of termination with respect to a certain Product from
the SSA. Either party may make such termination by giving the other party 30 days' prior written notice;
termination will be effective at the end of the 30'11 day.
3. MAINTENANCE PRICE AND PAYMENT
You agree to pay to MTS the Maintenance Price and other charges due hereunder. MTS will invoice you the
Maintenance Price of the Software SSA yearly, 60 days in advance of the expiration date. Payment is due
within 30 days after the date of each MTS invoice.
The initial Maintenance Price will be specified in the initial SSA. Adjustments to the Maintenance Price
specified in the Software SSA may be made before the Services Agreements Start Date to reflect additions
and/or deletions. Thereafter, MTS will review the Products annually for additions and/or deletions and will
make appropriate adjustments to the Maintenance Price. The additions will be subject to MTS' then current
Maintenance Price. The Maintenance Price and credits, if any, associated with additions and/or deletions
made by you or other vendors authorized by you, will be invoiced to you at the annual Software SSA
renewal date.
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Revised: 10/09/07
For the initial one-year term, the Maintenance Price will be those charges, specified in the initial SSA subject
to adjustments as set forth in the previous paragraph. After the initial one-year term, MTS will use its then
current Maintenance Price provided MTS gives you 30 days' prior written notice. The revised Maintenance
Price will become effective on the next annual anniversary of the SSA Start Date. However, without prior
notice, MTS may change the hourly rates and minimum charges for Regular and Overtime Hours.
4. CUSTOMER RESPONSIBILITIES
You are responsible for performing the following tasks, if applicable:
(a) All tasks presented during MTS product training
(b) Acceptance of all Software enhancements, Program Error corrections, Updates, and Other Revisions
within a reasonable period of time, not to exceed 90 days following the date that each such revision
is made available by MTS. In the event the customer (you) opts not to incorporate these updates,
MTS reserves the right to terminate the SSA with 30 days notice with the opportunity to cure.
5. SERVICES PROVIDED FOR AN ADDITIONAL CHARGE
You will be billed at MTS' then-current hourly charges for Services performed by MTS due to any of the
following circumstances:
• Your failure to follow MTS' and/or the manufacturer's maintenance or operational instructions for
the Products,
• Your failure to archive before exceeding disk space,
• If the software fails, reinstallation of the software because a back-up was not created by the customer
(you)or the back-up created by the customer(you)was not usable,
• Your entry of inaccurate information,
• Data loads after original installation,
• Your unauthorized deletion or modification of any MTS Software file,
• Your unauthorized deletion or modification of any of the following files after installation of MTS
Software: AUTOEXEC.BAT; CONFIG.SYS; WIN.INI; SYSTEM.INI,
• Your providing of inaccurate or missing information in the raw data from the PBX,
• Your changes to the switch format after initial installation,
• Creation of custom designed reports,
• Moving the installation of the MTS Software to a new drive server,
• Creating Custom Rates,
• Hardware or Software failure resulting from natural disasters (Acts of God)or power outage,
• Any Hardware failure not covered by the above item,
• Your re-installation of MTS Software on a new or different computer
6. GENERAL
Non-Assignability: Neither this Agreement nor the rights granted by it shall be
assigned or transferred by either party under any circumstance whatsoever. This
restriction on assignments and transfers shall apply to assignments or transfers
by operation of law, as well as by contract, merger, or consolidation. Any
attempted assignment or transfer in derogation of this prohibition is void.
No Third Party Beneficiary Enforcement: It is expressly understood and agreed
that the enforcement of the terms and conditions of this Agreement, and all
rights of action relating to such enforcement, shall be strictly reserved to the
undersigned parties and nothing in this Agreement shallgive or allow any claim
or right of action whatsoever by any other person not included in this
Agreement . It is the express intention of the undersigned parties that any
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entity other than the undersigned parties receiving services or benefits under
this Agreement shall be an incidental beneficiary only.
Governmental Immunity: Nothing in this Agreement shall be deemed a waiver of the
Customer (Board of County Commissioners of Weld County) granted under the
Colorado Governmental Immunity Act, C.R.S. 2+10-101 et seq.
Termination for Convenience of Customer: Customer may terminate this Agreement
at any time by giving written notice to MTS of such termination within thirty
calendar days of the desired date of termination. If the Agreement is terminated
by Customer during the course of the contract year, MTS will pay to Customer a
pro-rata sum of the contract price based upon the number of hours of Remote Help
Desk Service which MTS has provided through the effective date of termination.
MTS WILL NOT BE LIABLE TO YOU FOR ANY COSTS, INCLUDING LONG DISTANCE OR
NETWORKING CHARGES, OR NETWORK SECURITY RESULTING FROM THE USE OF THE
SOFTWARE BY YOU, YOUR EMPLOYEES OR ANY THIRD PARTY, WHETHER OR NOT YOU
AUTHORIZE SUCH USE.
Any notice required under this Software SSA will be in writing and delivered to the addresses set forth on
Page 1. MTS will send such notice by (a) certified mail, return receipt requested, (b) overnight delivery
service, (c) authorized email address, or(d)facsimile. Notice will be deemed to have been given as follows:
(a) Certified mail: five days after the date of mailing;
(b) Overnight delivery: one day after being given to an express overnight courier;
(c) Authorized email address: upon receipt of delivery as indicated by confirmation;
(d) Facsimile: upon transmission as indicated by confirmation.
Either party may from time to time change its address or designee for notification purposes by giving the
other party written notice of the new address or designee and the date upon which it will become effective as
may be specified by similar notice.
MTS may modify the terms set forth herein by giving you 30 days' written notice. However, such modified
terms will not become effective until the first day after the expiration of the Term or Extended Term.
By signing below,you and MTS agree to the terms and conditions of this Software Support Services
Agreement.
Accepted by
Weld County, Colorado MTS IntegraTRAK, Inc.
Customer
By: � �Gev By.
William H. Jerke, Chair 10/22/2008 Karen itz /B--/3
Name(Type or Print) Date Name(Type or Print) Date
249 N. Brand Blvd., Suite#519
Glendale, CA 91203
818.545.8680 Ext: 280
http://www.m is i nt.corn
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