HomeMy WebLinkAbout20000578.tiff r,6
AGREEMENT FOR PURCHASE OF SOFTWARE PRODUCTS AND TRAINING
THIS AGREEMENT made this day of(111q.i.a— , 2000, is by and between
Quincy Technologies, whose address is 5650 Brookstone Drive, Acworth, GA 30101, hereinafter
referred to as "Quincy," and County of Weld, State of Colorado, by and through the Board of
County Commissioners of the County of Weld, on behalf of the Weld County Coroner, whose
address is 915 10th Street, Greeley, CO 80634,hereinafter referred to as "County."
WITNESSETH:
WHEREAS, County is in need of purchasing management software for the Weld County
Coroner's Office, and
WHEREAS, Quincy has available for purchase three software site licenses entitled, "Case
Manager for Medicolegal Investigations," along with maintenance of the three licenses for one
year and on-site training by Quincy personnel, and
WHEREAS, the parties now desire to enter into this Agreement for the purpose of the
sale to County of the software site licenses, one year's maintenance, and training by Quincy.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein,the parties hereto agree as follows:
1. PURCHASE OF SOFTWARE SITE LICENSES: Quincy agrees to provide to
County three software site licenses entitled, "Case Manager for Medicolegal
Investigations." Such software shall be installed at the Weld County Coroner's
Office on or before s/i4/a OOO . The parties agree that time is of the
essence hereof and, therefore, Quincy shall make every good faith effort to meet
said deadline. Installation shall be by a Quincy representative qualified to perform
such installation. County shall reimburse Quincy for reasonable travel expenses
incurred by its representative while installing said software.
2. SOFTWARE MAINTENANCE: Quincy agrees to maintain the three software
site licenses for one year from the date of installation. Such maintenance shall
include the technical support and upgrades listed in the attached Exhibit"A," and
shall be in accordance with the terms thereof After the expiration of one year, the
maintenance agreement may be renewed on a yearly basis, if mutually agreed
upon by both parties and the yearly maintenance fee is tendered by the County.
3. ONSITE TRAINING: Quincy agrees to provide onsite training of the use of the
software by a qualified representative at the Weld County Coroner's Office at
time(s) convenient to the Coroner's personnel. County shall reimburse Quincy for
reasonable travel expenses incurred by its representative while conducting such
1
2000-0578
2_/.nsm
training.
4. PAYMENT TERMS: County agrees to pay to Quincy the sum of$11,700.00 for
the three software site licenses, $1,170 for maintenance of the three software site
licenses for one year from the date of installation, and $3,000 for software
installation and training (a total of$15,870). Additionally, County shall pay to
Quincy reasonable travel expenses for a Quincy representative to install said
software and to provide onsite training. Payment of the $15,870 shall be 80%
upon satisfactory installation and 20%upon the completion of all installation and
training. Quincy shall submit travel expense vouchers to County for payment no
later than 30 days after the completion of travel.
5. EXPRESS WARRANTY AND GUARANTEE: Quincy hereby expressly
warrants and guarantees that the three software site licenses shall perform as
expressly stated in Quincy advertising and technical information.
6. ENTIRE AGREEMENT: This Agreement shall constitute the complete
agreement between the parties and no amendments to this Agreement shall be
binding unless memorialized in a writing signed by both parties.
7. CONSTRUCTION AND ENFORCEABILITY: If any term or condition of this
Agreement shall be held to be invalid, illegal, or unenforceable,this Agreement
shall be construed and enforced without such provision to the extent that this
Agreement is then capable of execution within the original intent of the parties
hereto.
8. NO THIRD PARTY BENEFICIARY: 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 shall give 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 entity other than the
undersigned parties receiving services or benefits under this Agreement shall be
an incidental beneficiary only.
9. ENTIRE AGREEMENT: This Agreement contains the entire agreement and
understanding between the parties to this Agreement and supersedes any other
agreements concerning the subject matter of this transaction, whether oral or
written. No modification, amendment, novation, renewal, or other alteration of or
to this Agreement shall be deemed valid or of any force or effect whatsoever,
unless mutually agreed upon in writing by the undersigned parties. No breach of
any term, provision, or clause of this Agreement shall be deemed waived or
excused, unless such waiver or consent shall be in writing and signed by the party
2
claimed to have waived or consented. Any consent by any party hereto, or waiver
of, a breach by any other party, whether express or implied, shall not constitute a
consent to, waiver of, or excuse for any other different or subsequent breach.
10. NOTICE: Any notice provided for in this Agreement shall be in writing and shall
be served by personal delivery or by certified mail, return receipt requested,
postage prepaid at the addresses set forth in this Agreement until such time as
written notice of a change is received from the party wishing to make a change of
address. Any notice so mailed and any notice served by personal delivery shall be
deemed delivered and effective upon receipt or upon attempted delivery. This
method of notification will be used in all instances, except for emergency
situations when immediate notification to the parties is required.
11. VENUE/LEGAL CONSTRUCTION: It is agreed by both parties that any causes
of action arising out of this Agreement shall be venued in the courts of Weld
County, Colorado, or the United States District Court for the District of Colorado
to the extent that those courts are reposed with subject matter jurisdiction. Both
parties agree to submit themselves to the personal jurisdiction of those courts.
This Agreement shall be construed in accordance with the laws of the state of
Colorado.
12. RELATIONSHIP OF PARTIES/ASSIGNMENT: Nothing contained herein shall
imply an employer- employee relationship, a joint venture, partnership, or other
association between County and Quincy. Neither this Agreement nor the rights
granted by it shall be assigned, transferred or delegated by either party without
express written authorization which authorization shall not be unreasonably
withheld.
13. SEVERABILITY: If any term or condition of this Agreement shall be held to be
invalid, illegal, or unenforceable, this Agreement shall be construed and enforced
without such provision to the extent that this Agreement is then capable of
execution within the original intent of the parties hereto.
14. NO WAIVER OF IMMUNITY: No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees
may possess, nor shall any portion of this Agreement be deemed to have created a
duty of care which did not previously exist with respect to any person not a party
to this Agreement. The parties hereto acknowledge and agree that no part of this
Agreement is intended to circumvent or replace such immunities.
3
. . z-
15. ADDRESSES FOR NOTICES: Any notices required hereunder shall be
addressed as follows:
The County: Quincy:
SCT 5650 Brookstone Drive
Attn: Julie Brewer Acworth, GA 30101
P.O. Box 758
915 10th Street
Greeley, CO 80632
IT WITNESS WHEREOF, the parties have hereunto set their hands and seals this 6th
day of March , 2000.
ATTEST: 4.44/
/ /\ $t1 1- , COUNTY OF WELD, STATE OF
r i . 4 et- COLORADO, BY AND THROUGH THE
(� ` �`ain, BOARD OF COUNTY COMMISSIONERS
BY: G� OS�aat(;` '\�$ ,OF THE COUNTY OF WELD
Deputy Clerk to the Bo. % RI 4,
,1%°Er1��7 BY IIGGu
K. J: Gei1e, Chair Pro—Tem (03/06/00)
QUINCY I_ECHNOLOGIES
BY.
TIT E:
..
20 SUBSCRIBED AND SWORN to before me this I day of fYlfRCµ ,
i bp
WITNESS my hand and official seal:
e kioilV'lci.vt,
Notary Public
My commission expires:
Notary Public,Polk County,Georgia
My Commission Expires'Oct.7,2003
M:\WPFILES\AGREE\Quincy.wpd 4
•• •
" Quincy Technologies Software Maintenance Agreement
•
By contacting Quincy Technologies, Inc. Technical Support through the telephone number, fax number or
toll free pager provided with this agreement you are contracting to be bound by and are becoming party to
this agreement.
As used for this agreement, "Product" means the Case Manager software which you ("Customer") have
been validly licensed to use. Customer support and maintenance are supplied as part of the annual
maintenance contracts at a cost that amounts to 10%of the software current list price.
Technical Support
Technical Support for the Quincy Products is provided on a contractual basis, whether reported through
the telephone, fax or toll free pager. A support incident is defined as a question or limited set of questions
directly related to a specific issue. Quincy Technical Support is designed to assist you with issues related
to installation, use of the products, or problems encountered during the usual day-to-day operations of the
software. Quincy Technical Support cannot be used to provide training sessions or custom report writing.
Quincy Technologies Inc. will use reasonable commercial efforts to correct or provide a usable
workaround solution for any reproducible material issue in the software, within a reasonable period of
time. Quincy reserves the right to require that you update to the current release in order to facilitate the
diagnosis and resolution of the reported issue or in the event that the issue is corrected in the current
release.
With a current Quincy support contract your company is entitled to unlimited technical support incidents,
starting with the day of registration and expiring 365 days after the registration date. A technical support
incident is initiated when you contact Quincy Technical Support Monday through Friday, during normal
business hours,Eastern Standard Time through a telephone call, fax, or a 24-hour toll free pager.
You may reach Quincy Technical Support via fax (770) 919-1754, by calling (770) 590-0966 or toll free
pager(888) 518-8140. In the event that your telephone call is not answered in person, calls will be routed
to voice mail. A member of the Technical Support team will normally contact you within 1 to 4 working
hours after the fax or voice message is received. The response time is based on the severity of the
problem.
Upgrades
To maintain our technological advantage and offer our clientele the best products that meet the latest
industry, standards, Quincy Technologies, Inc. earmarks a large portion of its sales revenue for research
and development. This has always been a key factor in a) successfully providing our demanding clientele
with new and powerful analytical and/or interface options and b) consolidating and maintaining Quincy
Technologies, Inc. as a cutting-edge high-technology product supplier. As technological advances are
incorporated into our software products, holders of valid annual licensing agreements, will receive free of
charge, periodic software upgrades, which are covered under their current maintenance agreement.
5650 Broolcstone Drive;Acwocih,Georgia 30101 (770)590-0966 Fax(770)919-1754
Technical Support Toll Free Pager(888)518-8140
EXHIBIT "A"
Hello