HomeMy Public PortalAbout069-2013 - Police - Cop Logic - Support and Maintenance agreemeDeskOfficer Online Reporting System (DORS)
SOFTWARE SUBSCRIPTION,
SUPPORT AND MAINTENANCE AGREE ENT
JL
THIS SOFTWARE SUBSCRIPTION, SUPPORT AND MAIl� =3,
CE AGREEMENT
("Subscription and Support Agreement") is made on this day of 1, by and between the
City of Richmond located at 50 North Sth Street, Richmond, IN 47374 ("Customer") and Coplogic,
Inc., an existing California corporation, whose address is 231 Market Place #520 San Ramon, CA
94553 ("Company").
RECITALS
Customer has obtained a license to use the DeskOfficer Online Reporting System ("Software") for the
term of that agreement, more particularly described in the Setup and License Agreement of the same
date. Customer wishes to retain Company to provide software maintenance and support services for
the Software.
SUBSCRIPTION AND SUPPORT SERVICES
I. Generally. During the duration of this Subscription and Support Agreement, Company shall
provide to the Customer a subscription license, as well as support and maintenance for the
Software purchased in accordance with the terms of this Subscription and Support Agreement and
the response time described in Schedule A, attached hereto. Support includes an annual review of
current outstanding questions and usage issues at customer request; the provision of new and
upcoming releases of updates; and enhancements made to the Software that the Customer is
licensed to use that are generally made available without additional charge to other users of the
Software with similar support and maintenance contracts. The parties shall amend Schedule B
from time -to -time in the event that the Customer requests customizations to the Software.
2. Hours of Support. Company will provide the "support services during the hours as described in
Schedule A attached hereto.
3. New Releases. Company will, from time -to -time issue new releases of the software (Schedule B),
and when it does, it will provide a copy of the release documentation, and/or updated user or
system documentation. If any part of the Customer's custom code is not part of the general release
delivered by Company, then Company will assist and provide guidance for integrating the custom
code into the new release. Any time taken to modify or repair unauthorized changes that may
require Company assistance to modify may be billed at Company's then current pricing schedule.
4. Exceptions. Company is not responsible for maintaining unauthorized Customer modified
portions of the Software, Customer data files or for maintaining portions of the Software affected
by unauthorized Customer modified portions of the Software. The Customer agrees that the
equipment on which the Software operates will be operating properly at all times and must have
been and continue to be properly maintained by the manufacturer of the equipment or a properly
qualified service organization. Corrections for difficulties or defects traceable to the Customer's
errors or unauthorized changes, Customer's _hardware, or conflicts with other software not
Contract # 69-2013
Coplogic — DORS Software Subscription, Support and Maintenance Agreement 1
identified by Company as compatible or part of the recommended operating environment may be
subject to billing at Company's current standard time and material charges. The Customer will be
responsible for properly testing and applying routine virus updates and security patches without the
need for additional Company's notification. Company will be responsible for testing Company's
software updates prior to making them available to the Customer. The Customer acknowledges
responsibility for testing Company's software updates before applying them to the Customer's
production systems. For servers running Company's software, the Customer acknowledges
responsibility for communicating with Company prior to installation of non- Company's software
service packs, implementation of new releases or versions of non- Company's software, or
installation of new non- Company's software products. Except for emergency replacement of a
failing server, the Customer acknowledges responsibility for communicating with Company prior
to replacing a server on which Company's software is being used. Company is not responsible for
changes if related to or caused by software not provided by Company. For workstations running
Company's software, the Customer acknowledges responsibility to test new workstation
configurations, software service packs, new releases or versions of software, and new software
products prior to implementation.
5. Limitations. Company may, in its sole discretion, limit or suspend Customer's access to support,
pursuant to this Subscription and Support Agreement, where (1) Customer is in material default
under the terms of this Subscription and Support Agreement (non-payment is deemed to be a
material default), or (2) Customer fails to provide adequately trained staff to administer the
Software. Prior to limiting or suspending support, Company will give the Customer 45 days
written notice of its intention to do so and actively participate with the Customer to remedy any
such default or failure.
6. Term. This Subscription and Support Agreement commences at the earlier of 1) the "go -live" date
of the Software or 2) August 1, 2013, and expires one year after its commencement date. Within
thirty (30) days prior to its expiration, Company shall send to the Customer an invoice for aft
annual subscription, support and maintenance fee ("Annual Fee"). The sending of any such
invoice will constitute an irrevocable offer to extend the Subscription and Support Agreement for
the period and fees set forth in the invoice, which may be accepted by the Customer in its sole
discretion as hereinafter set forth. Termination of the Subscription and Support Agreement prior to
its expiration shall not result in the refund of partial service fees.
The Customer's payment of an Annual Fee in response to an invoice prior to the expiration date of
the Subscription and Support and Agreement, or within forty-five (45) days after the date of
Company's invoice, whichever is later, will extend the Subscription, Maintenance and Support
Period for the period of one year from its previous expiration date, or for the period set forth in the
invoice if different.
7. Adjustments to Terms and Conditions. Company may change the Annual Fee and the terms and
conditions of this Subscription and Support Agreement provided that written notice is given to the
Customer thirty (30) days prior to the expiration of the current term.
COST
Coplogic — DORS Software Subscription, Support and Maintenance Agreement 2
8. Annual Fee. The Customer shall pay Company an Annual Fee for which the Software license and
support is being provided (see Schedule B for base Annual Fee). The Annual Fee for the first (1s#}
year is due upon execution of this agreement and will then reoccur on the anniversary date of the
execution of this agreement for each year thereafter. For a period of three (3) years following
execution of this Subscription and Support Agreement, the Annual Fee shall not increase by more
than 5% of the previous year's Annual Fee. All requests by the Customer for additional features or
functionality that fall outside of Company's ongoing policy of upgrading the Software will be
quoted separately.
Late Payments. All invoices will be sent at least thirty (30) days prior to their due date. Payments
received forty five (45) days after their due date will be assessed a 10% late fee.
9. Taxes. In addition to other amounts payable under this Subscription and Support Agreement,
Customer shall pay any and all federal, state, municipal, or other taxes, duties, fees, or withholding
currently or subsequently imposed on Customer's use of the Software or the payment of the
Annual Fee to Company, other than taxes assessed against Company's net income. Such taxes,
duties, fees, withholding, or other charges shall be paid by Customer or Customer shall provide the
appropriate authority with evidence of exemption from such tax, duty, fee, withholding, or charge.
If Company is required to pay any such tax, duty, fee, or charge, or to withhold any amount from
monies due to Company from Customer pursuant to this Subscription and Support Agreement,
Customer shall promptly reimburse Company any such amounts.
10. On Site Support. The Customer shall reimburse Company at the rate of USD$2,500.00 per day for
each Company employee or contractor required for any On -Site support incurred at the Customer's
direct written request and authorization. This rate shall be paid for each day that Company
personnel are required to be on the Customer's site. Customer will not pay for Company personnel
travel time or travel expenses. In response to written Customer requests for Company to provide
on -site routine non -emergency support, Company shall produce a written estimate of the time
required to provide the requested support and state any requirements, such as the presence of
Customer staff or other resources or materials. Any On -Site Support provided by Company shall
only be invoiced by Company or paid by Customer if the problem arose due to something other
than a defect in the Software.
CUSTOMER'S OBLIGATION
11. The Customer Agrees to:
(a) Furnish descriptions of problem(s) in the form reasonably requested by Company Support
representatives;
(b) Assist Company's efforts to reproduce the problem(s) in the applicable operating
environment, and
(c) Make available qualified, trained staff on -site to carry out Company's instructions and/or
provide remote access to system(s) as requested by Company.
12. The Customer shall designate a sole Support Contact to provide routine end user support for the
Customer personnel concerning the Product.
Coplogic DORS Software Subscription, Support and Maintenance Agreement
13. The Customer shall take appropriate steps to educate its end users about the need to contact the
Support Contact (rather than Company directly) when support is needed. The Customer shall
appropriately publicize the name, telephone number, and/or fax number and/or electronic mail
address if applicable, of the Support Contact.
14. Access to Data and System. The Customer agrees to provide Company with data dumps, as
requested, remote access to the Software system, and with sufficient test time on the Customer's
computer system to duplicate the problem, to certify that the problem is with the Software, and to
certify that the problem has been corrected.
15. The Customer shall install and maintain for the term of this Subscription and Support Agreement,
a reasonable and satisfactory method of direct remote computer access to the Software. The
Customer shall pay for the installation and maintenance of such access. Company shall use this
access service in connection with error correction, software updating and user support only, and
only upon prior written or email notice to the Customer, and Customer's acknowledgment of that
notice.
16. The Customer must upgrade the Software in its entirety to the most recent version within seven
business days of the release of any updates or modifications of the Software unless otherwise
mutually agreed. Company will not be obligated to provide support for release versions that are
more than two release versions older than the current version unless specified in this Subscription
and Support agreement. Company agrees that all release versions will be tested for installation in a
computer environment substantially similar to the Customer's and that all releases will be free of
material defects that would affect the orderly continuation of Customer's use of the Product.
17. The Customer agrees that, subject to and in accordance with the Customer's internal policies and
guidelines, it will upgrade the computer operating software, hardware and underlying database
engines of the DeskOfficer Online Reporting System software as necessary to meet the changing
requirements of the Software as specified by Company as part of a current release of the Software,
or as the parties mutually agree. The Customer.agrees that, subject to and in accordance with the
Customer's internal policies and guidelines, it will maintain appropriate licenses for the computer
operating software and underlying database engines required of the DeskOfficer Online Reporting
System as necessary. The parties agree that Company is not obligated to ensure that its new
release of the Software is compatible with outdated (exceeding 4 years from date of initial release)
hardware, computer operating software or database engines).
Coplogic — DORS Software Subscription, Support and Maintenance Agreement 4
CONFIDENTIALITY
18. Confidential Information.
(a) The parties hereby acknowledge that they may have access to information that is confidential
to one another ("Confidential Information"). "Confidential Information" includes, but is not
limited to, the licensed products and enhancements, all related source and object codes,
Documentation, customer and prospect lists, pricing proposals, financial and other business
information, all data and information relating to Customer's operation, and any other
information designated as confidential or proprietary information by the disclosing party.
"Confidential Information" shall not include any information which (i) becomes part of the
public domain through no act or omission of the other party; (ii) is lawfully acquired by the
other party from a third party who is not in breach of an obligation of confidentiality; (iii) was
in the other party's lawful possession prior to disclosure of such information; (iv) is
independently developed by the party without the benefit or use of the Confidential
Information; or (v) is required to be disclosed under a court order or a valid subpoena, provided
that the recipient of the Confidential Information promptly notifies the disclosing party in order
for the disclosing party to have an opportunity to seek an appropriate protective order. The
parties agree to maintain the confidentiality of the Confidential Information and to protect as a
trade secret any portion of the other party's Confidential Information by preventing any
unauthorized copying, use, distribution, installation or transfer of possession of such
information. Each party agrees to maintain at least the same procedures regarding the other
party's Confidential Information that it maintains with respect to its own Confidential
Information.
(b) Company acknowledges that the Customer is a governmental agency and may be required to
disclose certain information under requests made according to provisions of the Public Records
Act. Customer shall give notice to Company of any request for the disclosure of any
information set apart and marked "confidential," "proprietary" or "trade secret" by Company.
Company shall then have five (5) days from the date it receives such notice to enter into an
agreement with Customer providing for the defense of, and complete indemnification and
reimbursement for all costs (including plaintiff's attorney's fees) incurred by Customer in any
legal action to compel the disclosure of such information under the Public Records Act.
Company shall have the sole responsibility for the defense of the actual proprietary or trade
secret designation of such information. The parties understand and agree that any failure by
Company to respond to the notice provided by Customer and/or to enter into an agreement with
Customer, as set forth above, shall constitute a complete waiver by Company of any
nondisclosure or confidentiality rights hereunder with respect to such information, and such
information shall be disclosed by Customer pursuant to applicable procedures required by the
Public Records Act.
(c) Both parties acknowledge that any use or disclosure of the other party's Confidential
Information in a manner inconsistent with the provisions of this Agreement may cause the non -
disclosing party irreparable damage for which remedies other than injunctive relief may be
inadequate, and both parties agree that the non -disclosing party shall be entitled to receive from
a court of competent jurisdiction injunctive or other equitable relief to restrain such use or
Coptogic — DORS Software Subscription, Support and Maintenance Agreement 5
disclosure. The terms and provisions of this section shall survive any termination of this
Subscription and Support Agreement.
TERMINATION
19. The Customer may terminate this Agreement at any time and for any reason upon thirty (30) days
prior notice to Company.
In the event of a material default by the Customer under this agreement, Company may terminate
this Agreement upon thirty (30) days prior notice to Customer, provided that Customer has been
given thirty (30) days notice to cure the default.
LIMITATION OF LIABILITY
20. To the extent permitted by law, neither party's liability to the other party in connection with any
cause of action, costs or damages relating to this Subscription and Support Agreement shall exceed
the annual fee paid in the twelve month period preceding the event giving rise to the claim.
Notwithstanding the foregoing, for purposes of the services performed by Company under this
Subscription and Support Agreement, Company agrees to fully defend, indemnify and hold
harmless Customer, its officers, employees and agents from any damage, loss, liability, costs
(including reasonable attorneys fees), claim or cause of action arising out of injury, loss or damage
to real property or tangible personal property, or arising from personal injury or death, where such
damage, loss, liability, costs, claim or cause of action is caused or incurred in whole or in part as a
result of any negligent or wrongful act or omission or willful misconduct of Company, its officers,
employees, agents, contractors and assigns. Company's obligation hereunder is contingent upon
Customer providing Company prompt written notice of any such claim, action, lawsuit or other
proceeding and Customer shall fully cooperate with Company in the defense and all related
settlement negotiations. The existence of any insurance policies or coverage's shall not affect the
parties' rights and obligations hereunder.
21. This Agreement shall be binding upon the successors and assigns of both parties, provided,
however that no assignment, delegation or other transfer shall be made by Company without the
prior written approval of the Customer, which approval shall not be unreasonably withheld.
22. This Agreement, together with Schedule A and Schedule B, which are incorporated herein by
reference, is the sole and entire Agreement between the parties. This Agreement supersedes all
prior understandings, agreements and documentation relating to such subject matter, except for the
concurrently executed Setup and License Agreement. No modification or amendment of this
Agreement will be valid or binding unless reduced to writing and duly executed by the party or
parties to be bound.
23. Each party shall be excused from delays in performing or from its failure to perform hereunder to
the extent that such delays or failures result from causes beyond the reasonable control of such
Coplogic -- DORS Software Subscription, Support and Maintenance Agreement 6
party; provided that, in order to be excused from delay or failure to perform, such party must act
diligently to remedy the cause or effect of such delay or failure to the extent the party is able. In
the event of such delays, the timetables shall be extended by as many calendar days as the delay
caused by forces outside the reasonable control of the parties.
24. This Subscription and Support Agreement may be executed in separate counterparts, each of which
so executed and delivered shall constitute an original, but all such counterparts shall together
constitute one and the same instrument. Any such counterpart may comprise one or more
duplicates or duplicate signature pages, any of which may be executed by less than all of the
parties provided that each party executes at least one such duplicate or duplicate signature page.
The parties stipulate that a photocopy of an executed original will be admissible in evidence for all
purposes in any proceeding as between the parties.
25. Any provision of this Subscription and Support Agreement or part thereof found to be illegal or
unenforceable shall be deemed severed, and the balance of the Agreement shall remain in full
force and effect.
26. This Subscription and Support Agreement shall be governed and construed in accordance with the
laws of the State of California. Venue of any action brought with regard to this Subscription and
Support Agreement shall be in Contra Costa County, California.
The undersigned represent and warrant that they are authorized as representatives of the party on
whose behalf they are signing to sign this Agreement and to bind their respective party thereto.
Coplogic, Inc.
— IL L
(Si tore)
James Lee
Chief Operating Officer
(Date)
Board of Public Works and
Safety for the
City of Richmond,
a Municipal Corporation 9� )
(Signature)
Vicki Robinson
President
(Typed or Printed Name and Title)
vl�k -
(Date)
Coplogic --- DORS Software Subscription, Support and Maintenance Agreement 7
SCHEDULE A
Company Hours of Support and Maintenance Service are as follows:
Regular Hours of Service (Pacific Time)_ After Hours Service acifc Time
0900 to 1700 hours, Monday to Friday 1701 to 0859 hours, Monday to Friday
(excluding Holidays observed by the U.S. Saturdays & Sundays
Federal Govt.) Holidays
E-mail received by: E-mail received b
Company staff at soport@coplogic.co Company staff at su ortca logic.com
Incident/R.equest for Service Priority. All support and maintenance incidents/ requests for service
will be prioritized on the following basis:
Priority
Definition
A
Work is stopped to the point that critical business activities cannot continue. e.g. Loss of use
of major features, file system corruption, data loss, security issue, system outage.
B
Issues or features of the product are preventing normal operations.
C
Non -critical features, for which a convenient or reasonable work around exists, or a feature
which functions unexpectedly.
Slight inconvenience.
Response Time. The following table outlines the response times for each priority:
Priority
Response Time
Response Time
During Regular Hours of Service
During After Hours of Service
A
2 hours
6 hours from time of notifying the vendor
contact(s) through voice snail or e-mail
B
(2) business days of Company receipt of
Not available
verbal, written or electronic notice thereof
and to correct the Priority B Issue by the
Customer's reasonably requested date. If the
Priority B Issue is not corrected within 2
business days of the original notification
Company will provide the Customer with
reports of its efforts to correct the Priority B
Issue as requested by Customer.
C
As time permits basis or inclusion in the next
Not available
scheduled update to thry Licensed Product.
Coplogic — DORS Software Subscription, Support and Maintenance Agreement 8
1. Incident/R.e uest for Service Reporting Procedure
All problems, queries or requests for assistance must be made to Company at support@coplogic.com,
during regular business hours of service.
Customer must be prepared to leave a contact name, phone number, workstations affected,
screenshots, a description of the problem/service and the impact.
Company's resources will work with the Customer to diagnose the problem. After investigating the
issue, Company and the Customer will jointly categorize the problem into:
Type of Problem
Ownership
Customer Server Hardware Problem
Customer
Desktop Hardware Problem
Customer
Customer Network Communication
Customer
Isolated Workstation Issue
Customer
Customer Database Performance/storage
Customer
Application or software related
Com an
Company will deal with problem/incident according to the priority assigned. In the case that a
problem cannot be readily resolved, Company will attempt to identify a work around.
As soon as Company corrects an Issue, Company shall notify the Customer that the Issue has been
corrected by sending an electronic mail.
Coplogic — DCRS Software Subscription, Support and Maintenance Agreement 9
SCHEDULE B
Coplogic DeskOfficer Online Reporting System version 6.2.0.3
Base Annual Fee: $3,000 (Year 1 License/Support)
On -site Support: $2,500 per day per Company personnel (includes travel time and expenses)
Coplogic — DORS Software Subscription, Support and Maintenance Agreement 10