The URL can be used to link to this page

Home My WebLink AboutMTS INTEGRATRAK 1 -2001INSURANCE NOT REQUIRED/WAIVED WORK ~A¥ PROCEED CLERK OF COUNCIL DATE: MAINTENANCE SERVICE AGREEMENT WINTI~K® SOFTWARE N-2001-167 This Maintenance Service Agreement (this "Agreement") is between MTS IntegraTRAK, Inc. and City of Santa Aha, 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 MTS IntegraTRAK (the "Software"), having acquired a sublicense through an authorized MTS IntegraTRAK distributor. Customer desires to enter into this Agreement with MTS IntegraTRAK in order to obtain maintenance services for the Software, and for associated hardware purchased or leased through MTS IntegraTRAK (the "Hardware"). 1.0 Services Provided. MTS 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 MTS 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 buffers 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 &one or more programs by modifying a portion of the program code or by altering the operating characteristics. 2.0 Term. The term of this agreement will commence on August 25, 2001 and continue for one calendar year through August 24, 2002. The term of said agreement may be renewed for an additional one-year period upon a writing executed by the Executive Director of the Finance and Management Services Agency and the City Attorney, 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 pumhases of upgrades and add-ons. MTS IntegraTRAK may modify 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 $10,000.00 annually. This amount is subject to change if additions are made to the existing configuration and based on the new configuration it is possible that the new annual amount will be greater than $10,000.00. See attached maintenance invoice. --P~elof5-- 4.0 Additional Costs. Services that are within the scope of this Agreement (pursuant to Section 1.0 above) and are performed during MTS IntegraTRAK'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 MTS IntegraTRAK holiday, or during hours outside of MTS lntegraTRAK's normal service hours, will be billed to Customer at MTS IntegraTRAK's then current standard billing rate. MTS IntegraTRAK's normal service hours are: (a) for telephone support, Monday through Friday, 5:00 a.m. to 5:30 p.m. Pacific time, MTS IntegraTRAK holidays excluded; and (b) for on-site service, Monday through Friday, 8:00 a.m. to 5:30 p.m. local time, MTS IntegraTRAK holidays excluded. MTS IntegraTRAK holidays are those recognized by MTS IntegraTRAK for its employees. At Customer's request, MTS IntegraTRAK will provide additional training to employees of Customer at MTS IntegraTRAK's then current standard billing rate. MTS IntegraTRAK may impose a minimum trip charge in connection with such training. 5.0 Payment Terms. At least thirty (30) days prior to each anniversary of Customer's Software installation date, MTS 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, MTS IntegraTRAK will invoice Customer pursuant to Section 4.0 for other services provided, and payment therefore 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 falls to comply with the payment terms of this Section 5.0, MTS lntegraTRAK shall have the right to suspend services hereunder without prior notice, and the right to terminate this Agreement with thirty (30) days' notice with opportunity to cure. 6.0 Response Time. In the event that the Software or Hardware is rendered inoperable as a result of a defect with respect to which MTS IntegraTRAK is to provide service under Section 1.0 of this Agreement, MTS IntegraTRAK will respond by telephone to Customer's request for service within three (3) hours after receiving such request. In the case of a request for service or maintenance outside the scope of Section 1.0, MTS IntegraTRAK will respond to such request by telephone within twenty- four (24) hours. The foregoing service response times shall be tolled during MTS IntegraTRAK holidays and during hours outside of the normal service hours set forth in Section 4.0. 7.0 Acceptance of Updates. 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 MTS IntegraTRAK. 8.0 Maintenance Renewal. MTS IntegraTRAK will invoice Customer for the continuation of Software and Hardware maintenance services hereunder on the first anniversary date 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 may refuse renewal of maintenance services by canceling and retaming the unpaid invoice to MTS 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 such lapse subject to the following terms and conditions: 9.1 MTS 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. -- Page 2 of 5 -- 9.2 MTS 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 Enhancements; (b) installation of current location name file and rate tables; (c) modifications to the call processing module; (d) installation of additional equipment; and (e) training on revisions and Updates. 9.3 MTS IntegraTRAK will perform the services set forth in Section 9.2 as necessary to correct for the lapse in maintenance services. MTS IntegraTRAK will invoice Customer for such services, equipment, and training at the then-current costs and billing rates; and payment therefor will 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 Agreement 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 MTS 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 MTS lntegraTRAK Software file · Unauthorized deletion or modification of any of the following files after installation of MTS IntegraTRAK Software: AUTOEXEC.BAT; CONFIG.SYS; WIN.INI; SYSTEM.INI · Running of disk utilities without following procedures outlined and documented by an MTS 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 MTS lntegraTRAK Software without prior discussion with, and delivery of written documentation to, an MTS IntegraTRAK technician · Re-installation of MTS IntegraTRAK Software on a new or different computer without prior discussion with, and delivery of written documentation to, an MTS IntegraTRAK technician MTS 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 cause?. 11.0 Additional Services. MTS IntegraTRAK 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 MTS IntegraTRAK for information regarding billing rates and service priorities. 12.0 Miscellaneous. Customer may direct any questions, comments, or suggestions to its local MTS IntegraTRAK representative, or may write or call MTS IntegraTRAK customer service at MTS IntegraTRAK's main offices: -- Page 3 of 5 -- MTS IntegraTRAK, Inc. Attention: Customer Service 12600 SE 38th Street, Suite 250 Bellevue, WA 98006 Tel.: (425) 401-1000 Fax: (425) 401-1700 Agreed (Signature & Date) Agreed (Signature & Date) -- Page 4 of 5 -- IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA PAT~RICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: _/~_,Z~ ~ ~ ~,,. Lisa E. Storck Assistant City Attorney City Manager RECOMMENDED FOR APPROVAL: Executive Di ~ctor of the Finance & Management Services Agency CONSULTANT -- Page 5 of 5 --