HomeMy WebLinkAboutINTEGRATRAK, INC. 1
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MAINTENANCE SERVICE AGREEMENT
WINTRAK@SOFTWARE
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This Maintenance Service Agreement (this "Agreement") is between IntegraTRAK. Inc. and
City of Santa Ana, a charter city and municipal corporation duly organized and existing under the
constitution and laws of the state of California ("Customer"). Customer is a licensed end-user of certain
telemanagement software created and owned by IntegraTRAK (the "Software"), having acquired a
sublicense through an authorized IntegraTRAK distributor. Customer desires to enter into this
Agreement with IntegraTRAK in order to obtain maintenance services for the Software, and for
associated hardware purchased or leased through IntegraTRAK (the "Hardware").
1.0 Services Provided. IntegraTRAK agrees to service and maintain Customer's licensed Software
and the associated Hardware, upon the terms and conditions set forth in this Agreement. Services to be
performed by IntegraTRAK under this Agreement are limited to!
. Correction of Program Errors
. Enhancements of licensed Software programs not constituting new products
. Updates of versions of licensed Software programs (maintenance releases)
. Updates of Software Documentation provided by MTS IntegraTRAK
. Hot-Line and remote diagnostic telephone support
. On-site support if necessary, to the extent related to an MTS IntegraTRAK" Software
problem, if it is determined by MTS IntegraTRAK that the issues can not be resolved
remotely via PC Anywhere
. Updates to V &H rate tables for WinTRAK@ Call Accounting
. Updates to V &H location tables for WinTRAK Call Accounting
. Maintenance of call butTers and modems purchased from MTS IntegraTRAK serviced at
MTS IntegraTRAK with overnight service
"Program Error" means a minor defect in the Software that is not caused by error or ambiguity
in the Software specifications and can be corrected by limited recoding of the Software. An
"Enhancement" is a modification to the Software created to improve its functionality. An "Update" is a
modification to the Software created to improve the operation of one or more programs by moditying a
portion of the program code or by altering the operating characteristics.
2.0 Term. The term of this Agreement shall commence upon the first anniversary of Customer's
Software installation date August 25'''. 2000 and shall continue for one calendar year (through August
24'", 200 I), whereupon the term may be renewed for subsequent periods of One year each, pursuant to
Section 8.0 below.
3.0 Maintenance Fees. The fee for the initial year of this Agreement, commencing with the first
anniversary of the Software installation date, shall equal fifteen percent (15%) of the combined
purchase price of the licensed Software and the Hardware, which price shall include incremental
purchases of upgrades and add-ons. IntegraTRAK may modity the amount of maintenance fees to be
charged pursuant to this Agreement by notifying Customer at least thirty (30) days prior to the effective
date of such change, which date shall correspond to the time of an annual term renewal. Based on the
current system configuration, that amount will not exceed $]0,000.00 annually. This amount is subject
to change if additions are made to the existing configuration and based on the nev,,' configuration it is
possible that the new annual amount wili be greater than $10,000.00, See attached maintenance
invoice.
Software Mainlenance Agreement
WinTRAK /(,.' Version
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Document Version No. J 1.97
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4.0 Additional Costs. Services that are within the scope of this Agreement (pursuant to Section 1.0
above) and are performed during lntegraTRAK's normal service hours will be provided at no additional
cost to Customer beyond the annual fees addressed in Section 8.0 below. Services performed during
any IntegraTRAK holiday, or during hours outside of IntegraTRAK's normal service hours, will be
billed to Customer at fntegraTRAK's then current standard billing rate. IntegraTRAK's normal service
hours are: (a) for telephone support, Monday through Friday, 5:00 a.m. to 5:30 p.m. Pacific time,
IntegraTRAK holidays excluded; and (b) for on-site service, Monday through Friday, 8:00 a.m. to 5:30
p.m. local time, IntegraTRAK holidays excluded. IntegraTRAK holidays are those recognized by
IntegraTRAK for its employees. At Customer's request, IntegraTRAK will provide additional training
to employees of Customer at IntegraTRAK's then current standard billing rate. fntegraTRAK may
impose a minimum trip charge in connection with such training.
5.0 Pavment Terms. At least thirty (30) days prior to each anniversary of Customer's Sotlware
installation date, IntegraTRAK will invoice Customer for annual maintenance fees for the upcoming
year. Payment of each invoice will be due in full no later than the applicable anniversary date. From
time to time. IntegraTRAK will invoice Customer pllrsuant to Section 4.0 for other services provided.
and payment therefor shall be due no later than thirty (30) days after Customer's receipt of invoice.
Interest will accrue On any late payments at the rate of 1.5% per month, or the maximum legal rate,
whichever is lower. In the event that Customer fails to comply with the payment terms of this Section
5.0, IntegraTRAK shall have the right to suspend services hereunder without prior notice, and the right
to terminate this Agreement with thirty (30) days' ;;c;;,,;c,,;;:; cppcdunity to ClIre.
6.0 Resoonse Time. In the event that the Software or Hardware is rendered inoperable as a result
of a defect with respect to which IntegraTRAK is to provide service under Section 1.0 of this
Agreement, IntegraTRAK will respond by telephone to Customer's request for service within three (3)
hours after receiving sllch request. In the case of a request for service or maintenance outside the Scope
of Section 1.0. IntegraTRAK will respond to such request by telephone within twenty-four (24) hours.
The foregoing service response times shall be tolled during IntegraTRAK holidays and during hours
outside of the normal service hours set forth in Section 4.0.
7.0 Acceotance of Uodates. As a condition to the continuation of maintenance services hereunder,
Customer agrees to accept all Software Enhancements, Program Error corrections, Updates, and other
revisions within a reasonable period of time, not to exceed ninety (90) days following the date that each
such revision is made available by IntegraTRAK.
8.0 Maintenance Renewal. IntegraTRAK will invoice Customer for the continuation of Sofiware
and Hardware maintenance services hereunder on the first anniversary elate of this Agreement, and
thereafter on each subsequent anniversary date until this Agreement is terminated. In each case,
Customer may elect to continue this Agreement in effect by paying the annual maintenance fee
indicated by the invoice, or Inay refuse renewal of maintenance services by canceling and returning the
unpaid invoice to IntegraTRAK.
9.0 Reactivation. In the event that Customer elects not to renew this Maintenance Agreement at
the beginning of any renewable term, and as a result this Agreement expires, Customer may reactivate
this Agreement after sllch lapse subject to the fOllOWing terms and conditions:
9.1 IntegraTRAK may require pre-maintenance inspection of Customer's system and may
charge Customer for travel expenses and a minimum of two (2) hours' technician time
in connection with such inspection.
Software Maintenance Agreement
\\-'inTRAK" Version
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Document Version No. 11.97
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9.2 IntegraTRAK will provide Customer a cost estimate for services required to bring
Customer's system up to date. Such services may include, without limitation: (a) installation of
the most current Software release, including Updates, Program Error corrections, and
Enhancemems; (b) installation of current location name tile and rate tables; (c) modifications to
the call processing module; (d) installation of additional equipment; and (e) training on
revisions and Updates.
9.3 IntegraTRAK will perform the services set forth in Section 9.2 as necessary to correct
for the lapse in maintenance services. fntegraTRAK will invoice Customer for such services,
equipment. and training at the then-current costs and billing rates; and payment therefor wi]] be
due in accordance with Section 5.0 above.
9.4 Customer will be required to pay in advance the next year's maintenance fees.
10.0 Services Not Covered. Services excluded from the scope of this Agreemem include, without
limitation, services required as a result of any of the following actions of Customer:
. Failure to archive before exceeding disk space
. Failure to back up current data before attempting to restore archived data
. Improper exit from IntegraTRAK Software operations, such as by rebooting
. Entry of inaccurate information
. Naming of a file to begin with a numeral
. Unauthorized deletion Or modification of any IntegraTRAK Software file
. Unauthorized deletion or modification of any of the following tiles atier installation
of IntegraTRAK Software: AUTOEXEC.BA T; CONFIG.sYS; WIN.INI;
SYSTEM.lNI
. Running of disk utilities without following procedures outlined and documented by
an IntegraTRAK technician
. Inaccurate or missing information in the raw data from the PBX
. Changes to switch format after initial installation
. Installation of additional software on the PC running IntegraTRAK Software without
prior discussion with, and delivery of written documentation to, an IntegraTRAK
technician
. Re-installation of IntegraTRAK Software on a new or different computer without
prior discussion with, and delivery of written documentation to, an IntegraTRAK
technician
IntegraTRAK will bill Customer at its then-current technician service rates, including without
limitation travel expenses, for correction of any Software or system problems resulting from the
foregoing causes.
11.0 Additional Services. lntegraTRAK will make available to Customer through separate
agreement additional services not covered under this Agreement, including without limitation hardware
or network consulting. Services provided under a Time and Materials Billing Agreement are subject to
certain terms and conditions. Contact IntegraTRAK for information regarding billing rates and service
priorities.
12.0 Miscellaneous. Customer may direct any questions, comments, or suggestions to its local
IntegraTRAK representative, or may write or call lntegraTRAK customer service at IntegraTRAK's
main offices:
Software Maintenance Agreement
WinTRAK~' Version
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Document Version No. 11.97
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Agreed (Signature & Date)
5oth-vare Maintenance Agreement
WinTRAK1' Version
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IntegraTRAK, Inc.
Attention: Customer Service
12600 SE 38th Street, Suite 250
Bellevue, W A 98006
Tel.: (425) 401-1000
Fax: (425) 40 I -1700
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Agreed (Signature & Date)
-Page40f4-
Document Version No. 11.97
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City of SA Telecom Svcs
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written. .
ATTEST:
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PATRICIA E. HEALY
Clerk of t.l)e Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By: /$Jtc ('. Hl~
Lisa E. Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
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CITY OF SANTA ANA
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1)A VID N. REAM .
City Manager
CONSULTANT
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IntegraTRAK, Inc.
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TaxID#: i.5 3337(,;/0
Employer ID # or Individual 55 #
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MTS I,;teg~ ,tv!
Integrated Tracking Systems
12600 SE 38th Street, Suite 250
Bellevue, WA 98006-5232
(425) 401-1000
14251401-1700 FAX
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TO:
City of Santa Ana
20 Civic Center Plaza
PO Box 1988
Santa Ana, CA 92702
Attn: Carl Marek
Maintenance on MTS/IntegraTRAK software and
utility Package (modems and buffers purchased
from MTS/IntegraTRAK). Includes:
**WinTRAK error corrections, enhancements,
new revisions and updated operator's manuals
**Long Distance Carrier rate and location
table updates
**Hot line telephone support
Maintenance period:
08/25/00 to 08/24/01
The standard maintenance does not include
maintenance on PC's, Printers and related
hardware unless otherwise specified.
Total
Sales Tax
Balance Due
$3348.90
$ 259.54
$3608.44