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

highest rate permitted by law, whichever is less, from fifteen (15) days after their due date until paid. Remittance Address: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320-3226 3.4.1 Payments may be made by check; wire transfer; or ACH. TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 3.5 Except for taxes for which Client provides TriTech with written certification of its tax-exempt status, if TriTech is required to collect or pay sales, use, property, value-added, or other such taxes based on the sofiware or services provided under this Agreement, and/or Client’s use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 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Support Agreement Copyright © 2013 TriTech Software Systems — Confidential & Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 6 of 21 40 TELEPHONE SUPPORT TriTech will provide Telephone Support service twenty-four (24) hours a day, seven (7) days a week, or on a Business Hour basis as more fully described in Addendum B. Client will ensure that only personnel properly trained in the operation and usage of the TriTech Software will utilize the Telephone Support service. 5.0 SOFTWARE ERROR CORRECTION If, during the term of this Agreement, Client determines that Software Error(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall immediately notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTech. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will correct the Software Error(s) in accordance with Addendum B. If TriTech is unable to reproduce the Software Error at TriTech’s facility but it is reproducible at the Client’s site, the Client may request onsite assistance. If the Client and TriTech determine that it is necessary for TriTech personnel to travel to Client’s site to reproduce the error, Client shall pay TriTech’s travel expenses incident to the on-site visit. If the reported problem is determined to have been caused by Equipment, Subcontractor Software or Hardware, or System Software, or is otherwise not attributable to the TriTech Software, Client shall, in addition, pay TriTech’s labor related to the on-site visit at its then current hourly rates for technical support and engineering. 6.0 SOFTWARE UPDATES From time to time at TriTech’s discretion, Updates to the TriTech Software and Release Notes documenting the Updates will be developed and provided to Client. All Updates and their accompanying Release Notes shall be subject to the terms and conditions of the Software License Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new versions or separate modules or functions that are separately licensed and priced.) 7.0 LIMITATIONS 71 Software Support for the TriTech Software shall be subject to and conditional on Client’s implementation and use of a version of the TriTech Software that is the most current production version thereof that is offered to Client. If Client does not implement the most current production version when it is made available, TriTech shall only be obligated to provide Software Support for Client’s version of the TriTech Software for a period of twelve (12) months thereafter. 7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. Okaloosa County Depariment 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 7 of 21 7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party whether or not permitted hereunder. 7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other instructions provided by TriTech, or by misuse or neglect. 7.3.3. Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Agreement.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not meet the configuration requirements or equipment specifications specified in the TriTech Documentation, or by failure of Client to provide and maintain the site and facility requirements described in the TriTech Document. 7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client’s system by TriTech. Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus-free copy of the TriTech Software, and will, at its expense, reload said software (but not client’s data) on Client’s Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back-up procedures for the System. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software. 7.3.7 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware or System Software), including but not limited to problems caused by changes in such Equipment or software. 74 Jf, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the then current Compatability Matrix Document and contact the TriTech Customer Service Department at the telephone numbers listed in Addendum B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a 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 8 of 21 Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client’s needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 7.5 TriTech Software Support under this Agreement, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third parties or Client (“Third Party Changes”). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to such Third Party Changes. 7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client’s use of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client’s sole risk. 7.7 Client is responsible for maintaining the required certifications for access to Client’s state CJIS system(s), NCIC and/or other local state, federal and/or other applicable systems. 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Client is responsible for maintaining the equipment on which the TriTech Software operates. If Client determines that an item of Equipment provided under the Purchase Agreement does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Purchase Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Purchase Agreement does not Okaloosa County Department of Public Safety Software Support Agreement Copyright © 2013 TriTech Sofiware Systems — Confidential & Proprietary Vision and Inform Applications Unpublished: Rights reserved under the copyright laws of the United States Page 9 of 21 perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shal! thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non-proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O/S, TriTech will work with