Okaloosa County BOCC — 2013 meeting #1182 (date undetermined) — TriTechSoftwareServicesContract — reading text

TriTech Software Systems ») T R | T E Cc KH 9477 Waples Street, Ste. 100 SOFTWARE SYSTEMS San Diego, CA 92121 Phone: 858.799.7000 Fax: 858.799.7014 www.tritech.com SOFTWARE SUPPORT AGREEMENT TRITECH SOFTWARE SYSTEMS Okaloosa County Department of Public Safely Copyright © 2013 TriTech Software Systems ~- Confidential & Proprietary Unpublished; Rights reserved under the copyright Jaws of the United States Page | of 21 Software Support Agreement Vision and Inform Applications SOFTWARE SUPPORT AGREEMENT TABLE OF CONTENTS 1.0 DEFINITIONS. .......cccscsssessrsesssscersesenersensnstnezarsneneatsessenoeeenesaeenvaverennseaesoususnaeaatet 3 2.0 TERM ...sesessssnesssesenrarsenarsrsenssensenesarneeneay see navecsaneseuensaseensuseesnonessrancevnsnansansaaes 5 3.0 SUPPORT FEE(S).....ccccssssssesseesnosseseenecevseseesreenscseeauasseaaessnnenenentenssaseunesavevansany 6 4.0 TELEPHONE SUPPORT .....ccscccssstesereeseseescrreecnsncusanes renee sesaeeanenanentens 7 5.0 SOFTWARE ERROR CORRECTION ........sccsssesseessssseesncsssenevensrarsarsenssarersarans 7 6.0 SOFTWARE UPDATES .........ccccessesoesscerenesssrenssseesrseceesnsanseansaseeansaesenauaesanaeaes 7 7.0 LIMITATIONS 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE .......c:sssuesseeseeseessrsrsessronseserssnrseeseuasanenrsecasonanaes 9 9.0 LIMITATION OF LIABILITY.....ccccccsstst senses cnaessennenerarvasssenneruienee co 10 10.0 DISPUTE RESOLUTION uu... ccsccsssrsessssnesrscinssnsunsuaesnsunenanvessersenesnnsees nen 10 11.0 SEVERABILITY uo. cnc scecsnaseesenseesoe sna snesessneseesnsciisenesnennenanennnnestnsesenanerne 12 12.0 FORCE MAJEURE/EXCUSABLE DELAY .......csssecsssessessserersssserserssersrnes 12 13.0 CONSTRUCTION AND HEADINGS .........cccsssesssessescersesssseerssessersneseenennaese 12 14.0 WAIVER 1... secsscesseneersesssereessnerinnrsatneranseesennnaestaneananeoycaronaeseseneonsnmene seneeonaees 12 15.0 ENTIRE AGREEMENT 16.0 APPLICABLE LAW. 17.0 ASSIGNMENT... 18.0 NOTICES. ce ssetnsnsnncnssneceenee .13 19.0 GENERAL TERMS. .......cccssscssessneeesusnssousnrsoesouseusnaseuenurnsnnaeaniiieasnaesenseneseen 13 ADDENDUM A... reece eesti reannnsianeennnininrncnieetesneeseeeees oenannesenennnennnne 15 ADDENDUM B.....0...cceceseececnenessennsenersnneseneneeenensseesneeseeesoneseesensanesseasnasenneseeseeaaneenesenes 16 Okaloosa County Department of Public Safety Software Support Agreement Copyright © 2013 TriTech Software Systems — Confidential & Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 21 SOFTWARE SUPPORT AGREEMENT Client: Okaloosa County Department of Public Safety Address: 90 College Blvd. East City, State, Zip: Niceville, FL 32578 Phone, Fax: 850.689.5607 / fax 850.651.7170 Contact Name: Daniel Dunlap This Agreement is made by and between TriTech Software Systems, referred to as “TriTech”, with offices at 9477 Waples Street, Ste. 100, San Diego, California 92121 and Client named above, referred to as “Client”. A. WHEREAS, TriTech acquired VisionAIR, Inc. (“VisionAIR”) in September 2011; and B. WHEREAS, effective December 31, 2012 VisionAIR, Inc. was merged with and into TriTech Software Systems whereby VisionAIR, Inc. will cease to exist as a separate entity; and C. WHEREAS, this Software Support Agreement (this “Agreement”) is entered into to provide continued Software Support for Client’s licensed TriTech software applications for a period of one year, subject to annual renewal thereafter; and NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, TriTech and Client agree as follows: 1.0 DEFINITIONS 11 “Business Hour” means TriTech’s normal business hours as further defined in Appendix B to this Agreement. 1.2 “Documentation” means any standard user manuals or other related instructional and/or reference materials, provided by TriTech or other Software Vendors, including on-line help information and Release Notes issued in connection with Updates. 13 “Effective Date” means the last date of signature of this Agreement. 14 “Equipment” means the computer system equipment which meets TriTech’s minimum recommended specifications. 1.5 “Help Desk” means the TriTech function consisting of receiving calls from Okaloosa County Departinent of Public Safety Software Support Agreement Copyright © 2013 TriTech Software Systems — Confidential & Proprictary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 21 Client concerning System problems and assisting Client with resort to the manufacturers of Equipment, Software and other items acquired under the original Software License Agreement under the applicable warranties and/or maintenance support agreements. 1.6 “Server” means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network. 1.7 “Software Error” means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. 1.8 “Software License Agreement” means the agreement entered into between Client and VisionAJR for license of the software applications supported under this Agreement. 1.9 “Software Support” means Telephone Support, Software Error Correction, and Software Update services provided by TriTech as more fully described in this Agreement. 1.10 “Specifications” means (i) the functional requirements with respect to each Subsystem, including interface specification documents, and the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. 1.11 “Subcontractor” means one of the entities identified in the Statement of Work as subcontractors to TriTech. 1.12 “Subcontractor Hardware” means the hardware supplied by a Subcontractor as part of its Subsystem. 1.13 “Subcontractor Software” means software supplied by a Subcontractor as part of its Subsystem. 1.14 “Subsystem” means each of the applications described in the Statement of Work, including its Equipment, other hardware and software. In most cases, the Subsystem software will share Equipment. 1.15 “Subsystem Software” means individually or collectively the Software provided under this Agreement for each of the Subsystems. 1.16 “System” means collectively all Subsystems that make up the integrated computer system purchased or licensed under the purchase agreement (“Purchase Agreement’) and Software License Agreement between VisionAIR and Client. 1.17 “System Software” means without limitation, operating system software, DBMS Software, and communications software. 1.18 “TriTech Documentation” means any standard user manuals or other related instructional and/or reference materials, provided by TriTech, including on-line help information and Release Notes issued in connection with Updates. Okaloosa County Department of Public Safety Software Support Agreement Copyright © 2013 TriTech Software Systems — Confidential & Proprictary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 21 1.19 “Telephone Support” means the service provided by TriTech for access to the TriTech Technical Services Department by telephone, on a twenty-four (24) hour a day, seven (7) day per week basis, or as applicable on a Business Hour basis as further defined in this Agreement. 1.20 © “TriTech Software” or “VisionAIR Software” means the Object Code version of the software licensed to Client under the original Software License Agreement between VisionAIR and Client. 1.21 “Update” means revisions or additions to Software provided by the Vendor thereof, The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor. 1.22 “Use” means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This term shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 1,23 “User” means the operator of a Subsystem Workstation that is configured to access and/or utilize the capabilities and features of the Subsystem Software. 1.24 “Vendor” means any supplier of hardware, software or services provided under the Purchase Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers. With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software. 1.25 “Workstation” means any computer input station that utilizes the functionality of a Subsystem, whether the software resides locally or on a Server. 2.0 TERM 2.1 Client’s current annual support term is October 8, 2013 through October 7, 2014. Software Support for subsequent annual terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees. On or before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client. Okaloosa County Department of Public Safety Software Support Agreement Copyright © 2013 TriTech Software Systems — Confidential & Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 21 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial term of this Agreement are based on the TriTech Software licenses currently granted to Client. The Software Support fee for the initial term shall be the amount specified in Addendum A hereto. 3.2 TriTech shall notify Client approximately ninety (90) days prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 5%, or the Consumer Price Index for all Urban Consumers (“CPI-U”) US City Average for the previous twelve (12) month period, whichever is less. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client’s then current support period. 3.3. If Client ceases to keep in force an annual Software Support Agreement, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional services required to bring Client’s system current, which fees shall be charged at TriTech’s then current rates for such services, shall also be the responsibility of the Client. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech’s client base and fairly shared by all TriTech Software users. 3.4 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2 %) per month, or the