BOARD OF COUNTY COMMISSIONERS. SERVICE AGREEMENT-COLOSSUS, INC. d/b/a INTERACT PUBLIC SAFETY SYSTEMS

Transcription

1 TULSA COUNTY PURCHASING DEPARTMENT MEMO DATE: APRIL 28, 2015 FROM: LINDA R. DORRELL ~. ~ C'J '" ~ \ PURCHASING DIRECTOR ~\...j'\. U ()~ TO: SUBJECT: BOARD OF COUNTY COMMISSIONERS SERVICE AGREEMENT-COLOSSUS, INC. d/b/a INTERACT PUBLIC SAFETY SYSTEMS SUBMITTED FOR YOUR APPROVAL AND EXECUTION IS THE ATTACHED SERVICE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS ON BEHALF OF THE TULSA COUNTY SHERIFF'S OFFICE AND COLOSSUS, INC. d/b/a INTERACT PUBLIC SAFETY SYSTEMS FOR COMPUTER SOFTWARE MAINTENANCE AND SUPPORT AS PER A TT ACHED DOCUMENTATION. RESPECTFULL Y SUBMITTED FOR YOUR APPROVAL AND EXECUTION. LRD/sks ORIGINAL: COPIES: PAT KEY, COUNTY CLERK, FOR THE MAY 4, 2015 AGENDA. COMMISSIONER JOHN M. SMALIGO COMMISSIONER KAREN KEITH COMMISSIONER RON PETERS STANLEY GLANZ, SHERIFF MARK LIOTTA, CHIEF DEPUTY MICHAEL WILLIS, CHIEF DEPUTY VICKI ADAMS, CHIEF DEPUTY orm 4363 (Rev. 4-98)

2 AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into this 4th day of May, 2015 and executed on the date and year hereinafter set forth by and between COLOSSUS, INCORPORATED, a North Carolina corporation d/b/a INTERACT PUBLIC SAFETY SYSTEMS ("INTERACT") and the Board of County Commissioners of Tulsa County, Oklahoma on behalf of the TULSA COUNTY SHERIFFS OFFICE. WHEREAS, INTERACT, in its course of business, has acquired, developed, and owns computer software systems for public safety agencies including the expertise with regard to maintenance and support of said computer software systems; WHEREAS, INTERACT, is familiar with law enforcement communication procedures and has discussed specific software needs with TULSA COUNTY SHERIFFS OFFICE; TULSA COUNTY SHERIFFS OFFICE, believing the software system is suitable for its use, purchased the software system and desires to engage INTERACT to provide support and maintenance for the computer software system purchased from INTERACT; NOW, THEREFORE, in consideration of the above premises, the parties do hereby agree as follows: 1. SCOPE OF SERVICES: INTERACT hereby agrees to perform the services identified in Schedule A, the Software Maintenance Guide (hereinafter, the "Services"), which is attached hereto and made a part hereof. INTERACT agrees to perform the Services in accordance with the terms and conditions of this Agreement. 2. TERM: The contract term shall be from July 1, 2015, through June 30, The parties upon mutual agreement may renew this Agreement at the end of the contract term for successive one-year periods. In no event shall the County be bound to any such renewal until and unless the Board of County Commissioners approves this renewal. In no event shall the County be obligated financially or otherwise or be subject to any penalty or damage for failure of the County to renew this Agreement. 3. COMPENSATION: The County agrees to compensate INTERACT in accordance with the fees as set forth in Schedule B, which is attached hereto and made a part hereof. INTERACT shall submit to the County invoices for the Services, which invoices shall be due and payable within thirty (30) days of the invoice date. Interact Agreement

3 4. LIMITATION OF LIABILITY: INTERACT'S LIABILITY (WHETHER IN TORT OR CONTRACT, UNDER STATUTE OR OTHERWISE) TO TULSA COUNTY SHERIFFS OFFICE FOR ANY LOSSES OR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE WHATEVER, IS LIMITED TO ACTUAL DAMAGES AND SHALL IN NO EVENT EXCEED THE AMOUNTS PREVIOUSLY PAID BY TULSA COUNTY SHERIFFS OFFICE TO INTERACT. UNDER NO CIRCUMSTANCES SHALL INTERACT BE RESPONSIBLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATIONS, LOSS OF PROFITS, IDLE TIME, LABOR OR INABILITY TO MEET COMMITMENTS. 5. INTERACT shall not be liable for delays in the performance caused by strikes, accidents or governmental restrictions or any other cause whatsoever beyond its control. 6. ASSIGNMENT BY TULSA COUNTY SHERIFFS OFFICE: TULSA COUNTY SHERIFFS OFFICE hereby agrees that it will not cause said system to be sold, conveyed, transferred, assigned or donated to any other person, association, partnership, corporation or any other legal or illegal entity whatsoever. 7. DEFAULT AND REMEDIES: The following shall constitute default by the TULSA COUNTY SHERIFFS OFFICE: A. Failure to make payments; and B. Failure by TULSA COUNTY SHERIFFS OFFICE to comply with or perform any provision of this Agreement. 8. WRITTEN NOTICE: Written notice shall be deemed to have been duly served if delivered in person to the individual or to an officer of the corporation for whom it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving the notice. 9. Waiver of, or acquiescence in, any default by the TULSA COUNTY SHERIFFS OFFICE or failure of INTERACT to insist upon strict compliance by the TULSA COUNTY SHERIFFS OFFICE with any covenant of this Agreement, shall not constitute a waiver of any subsequent of other default or noncompliance by TULSA COUNTY SHERIFFS OFFICE. 10. The rights and obligations of the parties hereunder shall be governed by the laws of the State of Oklahoma, and the venue for any cause of action arising from this Agreement shall be the courts of Oklahoma. The parties hereby agree to waive any right to change venue. Interact Agreement 2

4 A. This Agreement shall not be binding upon either party until the same has been executed by an authorized individual of each party. B. This Agreement can only be amended by a written instrument executed by both parties. C. Either party shall have the right to cancel this Agreement by providing (30) days written notice of cancellation to the other party. F. This Agreement shall bind and insure to the benefit of INTERACT, TULSA COUNTY SHERIFFS OFFICE, their successors and assigns. In evidence of the parties' agreement to the terms and conditions stated above, the signatures below are affixed. COLOSSUS INCORPORATED d/b/a INTERACT PUBLIC SAFETY SYSTEMS Date ~\o-y,-" S.~O\5 "County" Board of County Commissioners of Tulsa County, Oklahoma on behalf of the Tulsa County Sheriff s Office By: Chairman Attest: By: County Clerk Date: Approved as to form: By: - ~ Interact Agreement 3

5 Schedule A InterAct Public Safety Systems Software Maintenance Guide SUPPORT FOR INTERACT SOFTWARE This Software Maintenance Guide sets forth the terms, conditions and procedures under which maintenance and support ("Software Maintenance") is offered for InterAct's proprietary Software products. Software Maintenance for specified Software shall be purchased by Customer using an Order Form. Unless otherwise specifically agreed in the applicable Order Form, InterAct does not support Third Party Software or Project Deliverables and thus references to "Software" in this Software Maintenance Guide shall not be deemed to include Third Party Software or Project Deliverables. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the End User License Agreement between the parties. 1. General a. Scope. Software Maintenance will consist of: (i) reasonable telephone support; (ii) commercially reasonable efforts to correct errors necessary to keep the Software in substantial conformance with the applicable Documentation; and (iii) any updated, release versions of the Software provided by InterAct to its general customer base subscribing to Software Maintenance. Software Maintenance will not include: (i) assembly, set-up, installation or configuration of hardware and software; (ii) consultation, error correction or research with respect to Customercreated documents and information; and (iii) any other separately-priced services InterAct does not generally provide as part of Software Maintenance. Software Maintenance is contingent upon Customer's compliance with its obligations set forth in Section 7 below. b. Representative. The Representative designated in the Order Form will be InterAct's contact for communicating with InterAct concerning Software Maintenance, or making any other request or providing any notice. Customer may change the Representative upon notice to InterAct. 2. Customer Support a. Technical Support. Customer will have access to InterAct's technical support personnel ("Technical Support") twenty-four (24) hours a day, seven (7) days a week. Communications with Technical Support may be via telephone or . InterAct provides a single entry point of contact that routes requests/problems to the appropriate Technical Support. In addition to the support obligations listed above, InterAct shall provide the following support twenty (24) hours a day, seven (7) days a week: (a) pager support for Severity 1 level issues; and (b) web-based support. b. Technical Support Contact Points. Please see below for the contact information and standard business hours of operation for Customer Support. Hours: 24 Hours per day, seven (7) days per week, 365 days per year Phone: Toll Free LEsupport@interact911.com 3. Severity Levels. Technical Support shall prioritize problems/requests according to the severity levels set forth below. InterAct will use commercially reasonable efforts to respond according to the Response Specifications set forth below with respect to the Severity Level assigned to the problem: Interact Agreement 4

6 Severity I - Critical The Software suffers an error or issue in a production down situation which cannot be reasonably circumvented and which so substantially impairs the performance of the Software or any components of the Software, which are critical to the Customer's business as to effectively render them unusable. InterAct will acknowledge any such reported error or issue within thirty (30) minutes after being properly reported to InterAct and InterAct will thereafter work twenty-four (24) hours a day, seven (7) days a week to identify the error or issue and provide an applicable fix. All Severity-I Errors are reported to the shift supervisors in Customer Support and Product Engineering and with regular status reports to appropriate management personnel until resolved. Severity 2 - Serious The Software suffers an error or issue, which cannot be reasonably circumvented, and which substantially impairs the use of one or more portions or features of the Software required by Customer to perform necessary business functions but does not effectively render the Software unusable as a whole. InterAct will acknowledge any such reported error or issue within two (2) hours after being properly reported to InterAct and, if Customer is using the Software in production, will thereafter work continually within normal business hours or as required by Customer to identify the error or issue and provide an applicable fix or workaround as required. All Severity-2 Errors are reported to the shift supervisors in Customer Support and Product Engineering and with regular status reports to appropriate management personnel until resolved. Severity 3 - Minor The Software suffers a low impact error or issue (which is not of Severity I or Severity 2) which impairs the use of the features of the Software, but the reported error or issue can be reasonably circumvented. InterAct will acknowledge any such reported error or issue within eight (8) hours after being properly reported to InterAct and will thereafter exercise reasonable efforts within normal business hours to identify the error or issue and provide a mutually agreed upon resolution to the problem. 4. Response. The severity level of the problems reported by Customer shall be determined by InterAct. InterAct will resolve each reported error or issue with the Software by using commercially reasonable efforts to provide: (i) an object code patch to the Software or other permanent fix as necessary; or (ii) a mutually acceptable reasonable workaround for the error or issue; or, if either (i) or (ii) are not reasonably practicable, a specific action plan regarding how InterAct intends to address the reported error or issue and an estimate on how long it may take to correct or workaround the error or issue. Customer agrees to use commercially reasonable efforts to assist and provide information to InterAct as required resolving errors or issues with the Software reported by Customer. In the event InterAct fails to meet its obligations under this Section, InterAct will provide a root cause analysis including definition, corrections and process improvement plan. If a permanent repair cannot be made, a temporary resolution (bypass and recovery) will be implemented to the extent possible. 5. Covered Errors. Software Maintenance covers any issue or problem that is the result of a verifiable, replicable error (InterAct will use all reasonable means to verify and replicate) in the Software ("Verifiable InterAct Issue"). An error will be a Verifiable InterAct Issue only if it constitutes a material failure by the Software to function in accordance with the applicable Documentation and is not the result of a modification to the Software not provided by InterAct or the combination of the Software with Customer's equipment or software and/or third party software or equipment, unless such equipment or software was expressly specified in the Software Documentation for interoperability with the Software. Maintenance will only be available if Customer has installed all updates and upgrades provided by InterAct. If Technical Support determines that Customer's problem is not caused by the Software, or is otherwise outside InterAct's reasonable control, InterAct is not obligated to provide Interact Agreement 5

7 Software Maintenance under this Agreement. Nevertheless, InterAct may, if possible, offer suggestions as to how Customer can remedy the problem. If InterAct determines that the issue or problems was not the result of a Verifiable InterAct Issue, InterAct may charge, and Customer agrees to pay InterAct for its time and expenses at InterAct's then current rates for out ofscope support. 6. Additional Support. Technical Support may also determine that Customer's request is a request for "Additional Support." Additional Support is any assistance not covered above. Examples of Additional Support include substantive questions regarding data or results, requests for Software customization, specialized training regarding use of the Software, custom documentation and consulting. If InterAct believes that it can appropriately and effectively provide the requested services, it will do so at its then-current rates upon its standard terms. 7. Customer's Responsibilities. a. Customer shall initiate all requests for Software Maintenance. A Representative of the Customer must be present at the location during the performance of any Software Maintenance if required. Customer may add additional contacts to the list to the Software Maintenance contacts shall be named and identified on each Order Form. b. In the event that Customer and InterAct have agreed that InterAct will provide any installation services, Customer agrees to assist in the provision of such installation services. c. Customer accepts sole responsibility for any compatibility problems between the Software and any other application software or non-current software programs not maintained or supported by InterAct. d. Customer shall provide InterAct with secure high speed remote access with a static internet IP address, to a server with firewall protection between the CAD network and the internet as necessary and for the sole purpose of InterAct to perform its obligations hereunder. InterAct will use the VPN facility to connect and utilize remote diagnostic software resident on the customer's server. Customer will grant access rights to all InterAct personnel so designated by InterAct as authorized by InterAct to need access rights. The VPN solution employed by the Customer must support the Cisco VPN client and/or the Windows VPN client. e. Customer shall at all times maintain protection against network virus, worms and other external threats to the Software. f. It shall be the responsibility of the customer to maintain all operating system and firmware updates, including version releases, patches and service packs for any Third Party Software that has been installed by InterAct. 8. Submitting a Request / Obtaining an Answer. At the time of Customer's initial call or , please prepare to provide: a. Contact name, company name and Software Customer is using; b. The type of browser (with release version) and hardware Customer is using; c. Telephone number and alternate method of contact (Le. a pager number or address); d. A concise description ofcustomer's problem or question; e. The circumstances under which the problem does or does not occur; and f. Specific error messages, error numbers, log files and program numbers. For new cases, an InterAct Customer Support Specialist will use the following process to assist Customer with a new case (problem): a. Document the supplied information; b. Document Customer's questions or issues (symptom and function in which it occurs); Interact Agreement 6

8 c. Answer Customer's questions or have Customer run tests to further identify and isolate the problem; and d. Research the problem and provide resolution according to the aforementioned guidelines. 9. Cessation of Services for Software. As InterAct releases new versions of the Software, InterAct reserves the right to discontinue or modify the terms of the Software Maintenance support described herein for all non-current versions. InterAct shall provide at least ninety (90) days notice of such discontinuance or modification; provided however, that InterAct will continue to support the version immediately preceding the thencurrent version of the Software for a period of no less than twelve (12) months from the release of the then-current version. InterAct shall have no obligation to renew the offering of Software Maintenance after expiration of any Software Maintenance Period. 10. Limitation. This Software Maintenance Guide states Customer's sole and exclusive remedies and InterAct's sole and exclusive responsibilities with respect to Software Maintenance of any InterAct Software. Interactl\greennent 7

9 Schedule B SUPPORT AND MAINTENANCE FEE SCHEDULE Coverage Period: July 1, 2015 through June 30,2016 See Maintenance Quotation for #Tulsa42041, attached hereto and made a part hereof. Support and Maintenance Fees are subject to change annually. InterAct reserves the right to increase Customer's Annual Maintenance Fees on the anniversary of Customer's Software and/or Equipment Maintenance renewal, and hereby guarantees that Annual Maintenance Fees will not increase on an annual basis greater than the CPI-W or 3.5%, whichever is higher. The above fees do not include any applicable taxes levied or imposed now or hereafter by any governmental authority on the services to be provided hereunder or any component thereof (such as the Releases), which taxes shall be paid by Customer. Interact Agreement 8

10 SCHEDULE B - Tulsa County Agreement for Services,~'i':;:, I.A.. Support & Maintenance Fee Schedule InterAct Public Safety Systems... l,~ nterjw\ct 102 West Third Street Winston-Salem, North Carolina Maintenance Quotation for Quotation expires 180 days after issuance Name: Tulsa County Sheriffs Office Quotation #: Tulsa42055 Date: 2/20115 Address: Sales Person: City/State Title: Phone: GPID: TULSOK Description Maintenance Extended Price Service Period MobileCop Licenses 70 $12, /1/15-6/30/16 IA Enterprise License 1 $ /18/15-6/30/16 IA MobileCop Enterprise 23 $2, /26/15-6/30/16 Info Exchange Adaptor $ /22/15-6/30/16 Mobile Enterprise 16 $1, /9/15-6/30/16 CAD 6 $17, /2/15-6/30/16 GIS 6 $5, /2/15-6/30/16 Mobile CAD 16 $7, /2/15-6/30/16 Help Desk Support - Hardware $6, /2/15-6/30116 InterAct Quotation Total $56, Quotation Parameters COLOSSUS, INCORPORATED, d/b/a Tulsa Board of County Commissioners on InterAct Public Safety Systems Cudomer behalf of Tulsa County Sheriff's Office Print Name James Simak Print Name John Smaligo ~~~~--~ Date April 17, 2015 Date May 4, 2015 Title Vice PresidentTitle Chairman for BOCC Signature Signature