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HomeMy WebLinkAbout2011-084 Public Works - DPSI Software for iMaint Fleet License and Support Agreement $24,651~~~ D~~, Corporate Headquarters 1801 Stanley Rd. -Suite 301 Greensboro, NC 27407 USA Remarkable technoloq y. Realistic price. Telephone: (800) 97-7233 x 1296 Fax: (336)851-6122 kara.gilmore~dpsi.com www.dpsi.com iMaint/iMaint Fleet SQL Edition Quotation for Orange County Public Works Prepared for Mr. Alan Dorman March 28, 2011 iMaint/iMaint Fleet Liceuae Fee -SQL Edition Base system includes: License for One Application Server and 3 concuttent users Windows-based interface Includes modules for Unit Management, Work Orders, Maintenance Scheduling, Inventory, Fuel Management, Purchasing, Cost Tracking & Budgeting, Work Requests, Labor & Craft Resources, Reporting, Administration 7 additional concurrent users: 5995 per user iMaint Work Requester and Purchase Requester -Unlimited Users Web-based interfaces for submitting work requests and purchase requests. Persons submitting requests do not need to be licensed iMaint users. iMaint Web Interface Access your iMaint system using a Web browser at any computer with network or Internet access. Web users will be counted as concurrent users. iMaint Integrator Total iMaint/iMaint Fleet Software Purchase Price for 10 concurrent users iMaint/iMaint Fleet Customer Support Agreement 2 months at 17% of list license tees 10 concurrent users May 1, 2011 through July 1, 2011 The Customer Support Agreement includes the following at no additional cost: "hot-line" technical support by telephone (toll-free, U.S. and Canada) and email, 8:00 am - 8:00 pm Eastern, Monday -Friday; new releases, updates and patches; remote troubleshooting oftechnical support issues; access to the Customer Comer website & User Forams; participation in polls & surveys that help shape future releases. North Carolina Based Company 20% Purchase Discount off Software PMC and Fleetmaint Customer Support Agreement Credit Subtotal of iMaint/iMaint Fleet Software snd Support Working with iMaint/ iMaint Fleet (End User Workshou) 30 hours web training An overview and introduction to the rTvIaint environment that uses a working model of a populated iMaint installation. This hands-on workshop introduces students to all primary rMaint modules. Students will learn how to develop a model maintenance program gad understand rMaint functionality. They will build new master records and create a functional system that they'll use throughout the class, culminating in management reports that illustrate the results of their input. Block of 30 hours $100 per hour iMaint Web Training Special through June 30, 2011 Total iMaint/iMaint Fleet Project Purchase Price Terms and Conditions: All prices quoted are firm for 30 days from date of quotation All prices are in US dollars All applicable taxes are extra $9,995.00 $6,965.00 $995.00 54,995.00 S4,500.00 $27.450.00 S778.00 (S5,490.00) (S1,087.00) 521,651.00 S3,000.00 524.651.00 All goods are FOB Greensboro, NC For Software license and Customer Support Agreement -payment is net 30 days. -z - C e ignature Purchase Order Number Kara Gilmore/DPSI Account Manager 800-897-7233 x 1296 CUSTOMER SUPPORT AGREEMENT Remarkable tecirnoiogy. Realistic orrice. 1. BACKGROUND. This Agreement covers the support modifications for new releases (versions) of the services provided to Client using DP Solutions, Inc. Licensed Progruns and Materials. (DPSI) Programs and Materials. 2. DEFINITIONS. For the purpose of this Agreement the 3.5 TRAINING. DPSI will make available to Client following are defined terms: enrollment in its training courses at its standard a. The term "Client" shall mean the end-user of published fees for such courses. The support provided the Licensed Program and materials. via this Support Ageement does not, and is not intended to, provide the basic training required to 3. SUPPORT SERVICES. DPSI or its authorized agent optimize the use of License Program. will provide, during the teen of this Agreement, the 4. TER Performance by this Agreement shall support services specified in the following sections of commence on the 16th day following date of invoice this article. DPSI or its authorized agent upon request and shall continue for the initial term as selected by may provide any additional support services by Client Client as specified on the invoice. Acceptance of all at the then prevailing rates. terms of this Agreement by Client and DPSI shall be in 3.1 TELEPHONE ASSISTANCE. DPSI or its authorized force upon receipt by DPSI or its authorized agent agent shall provide telephone assistance to counsel and payment in full for invoiced service from Client. advise Client on the use of the Licensed Frogram. Within 45 days of the expiration date of this Obligations under this Agreement of DPSI or its Agreement, DPSI or its authorized agent will send authorized agent will be carried out only during normal Client a renewal notice. If Client accepts renewal business hours of DPSI or its authorized agent. notice, this Agreement will be automatically renewed. Telephone support on how to use Licensed Programs is not intended to replace the training provided in the 5. TERMINATION. DPSI or its authorized agent shall DPSI Training Class. ONLY THE CURRENT have the right to terminate this Agreement when Client VERSION AND THE VERSION IMMEDIATELY fails to pay charges due within thirty (30) days of the PRECEDING THE CURRENT VERSION WILL BE due date as stated on the DPSI invoice, and/or if Client SUPPORTED UNDER THIS SUPPORT has not participated in the product training class and AGREEMENT, repeatedly requests support on items covered in the 3.2 ON-SITE ASSISTANCE. Assistance at Client's product training class. Provided however, Client location by DPSI or its authorized agent shall be reserves the nght to dispute an invoice and may available to Client at a mutually agreeable time. On- withhold all or part of the payment until the dispute is site assistance is not provided in this Support resolved satisfactorily. DPSI also reserves the nght to Agreement. Any and all such on-site support will be terminate support under this Agreement if Client fails to billed to Client at DPSI or its authorized agent then keep the Licensed Program current; i.e., the cunent current rates plus expenses unless a separate Agreement version or the version prior to the current version for such support exists installed and operating. 3.3 UNAUTHORIZED CHANGES BY CLIENT. qny Client shall have the right to terminate this Agreement change, modification or enhancement to the Licensed with the following requirements: (1) Client shall notify Pro am b Client and/or an other DPSI or its authorized agent in writing 30 days prior to gr y ( y party authorized termination, and (2) Client shall pay 50% (in full) of the by Client), without written authorization by DPSI is an remaining total balance (annual fees for the remaining unauthorized change. In such circumstance, DPSI years) of this Agreement at the time of termination. reserves the right to void this Agreement or provide maintenance that results therefrom at then current time 6. LIMITATION OF LIABILITY. DPSI shall not be and materials rate of DPSI for all services provided. liable for any loss, cost damage, or expense arising 3.4 CUSTOMIZED MODIFICATIONS BY DPSI. directly or indirectly in connection with this Agreement Custom modifications done by DPSI at Client's request in excess of the Program License Fee paid to DPSI or will not be a cause for terminating this Support its authorized agent for the use of the Programs and Agreement for the unchanged portions of the Licensed Materials. Programs and Materials. Client may contract with DPSI at then current rates to reapply any and/or all such DPS 002 4 04-11-1 1 CUSTOMER SUPPORT AGREEMENT Remarkable fe~chnology: Realistic. price. 7. GENERAL PROVISIONS. 7.1 ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein. This Agreement may not be modified, except by writing, and signed by authorized representatives of DPSI and Client This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Title and paragraph headings contained in this Agreement are for convenient reference and do not constitute part of this Agreement. 7.2 WAIVER. A term or condition of this Agreement can be waived only be written consent of both parties forbearance or indulgence by either party in any regard shall not constitute a waiver of the terms or conditions to be performed and, until performance of the term or conditions is complete, the other party may invoke any remedy available under the Agreement or by law, despite such forbearance of indulgence 7.3 NO WAIVER The failure of either party to exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of the Agreement. 7.4 PARTIAL INVALIDITY. Should any provision of this Agreement be held to be void, invalid, or inoperative, due to either United States or other country law, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such provisions were deleted. 7.5 ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. The Arbitrator must be knowledgeable in the area of computer software. If the parties cannot agree on an Arbitrator or the venue, the American Arbitration Association will appoint an Arbitrator, and the venue will be a city of at least 100,000 people somewhere approximately an equal distance between DPSI and the Client. If judgment includes any awards, such awards will not include any legal fees, as each party will be responsible for its own legal fees. 7.6 FORCE MAJEURE. Neither party shall be responsible for or shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, act of government, terrorist act, shortages of materials or supplies, an act of war; riot; an epidemic, fire, flood or other disaster; a strike or lockout; a communication line failure, power failure, or failure of the computer equipment or non-DPSI developed software or any other cause beyond the control of such party ("Force Majeure"). In addition, DPSI is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control. Such causes include, but are not limited to failure of the Client to provide information or required resources whenever DPSI needs such to complete its work. 7.7 NOTICE. Any notice required or permitted to be sent hereunder shall be in writing and shall be sent in a manner requiring a signed receipt, such as Federal Express, courier delivery, or if mailed, registered or certified mail, return receipt requested. (Telephone facsimile may also be used provided there is a Confirming Return Facsimile from the receiving party.) Notice is effective upon receipt. Notice to DPSI shall •be addressed to: DPSI, 1801 Stanley Rd., Suite 301 Greensboro, NC 27407 or such other person or address as DPSI may designate. Notice to Client shall be addressed to Client. address as contained in the database of DPSI, or such other person or address as Distributor may designate. .Client shall be responsible to notify DPSI or any changes to their address. 7.8 GOVERNMENTAL NON-FUNDING. If Client is a governmental agency or other organization dependent upon annual government appropriations and approvals to commit funds, and if said Client desires amulti-year DPSI Customer Support Agreement, DPSI will allow Client to select amulti-year agreement with the explicit understanding that such appropriations and/or approvals may not be forthcoming in future fiscal years. In the event that such non-funding does occur in future fiscal years resulting in the termination of this Agreement, Client shall not be in default of this Agreement and, therefore, shall be without penalty, DPS 002 ~ 04-11-11 2 CUSTOMER SUPPORT AGREEMENT Remarkable technology. Reatlstlc price. additional payments, or other charges of any kind. DPSI or its authorized agent shall continue providing the normal customer support functions for Client up through the completion of the 12-month period that has been paid for. At that time, DPSI and its authorized agent shall no longer provide such services unless, and until, a new Customer Support Agreement is entered into and the first payment installment collected. 7.9 TAXES. The fees payable under this Agreement shall not include local, state, or Federal sales, use, excise, personal property or other similar taxes or duties and any such taxes shall be assumed and paid by the Client except those taxes based on the net income of DPSI. 7.10 GOVERNING LAW. This Agreement shall be governed and interpreted in accordance with the substantive law of the State of North Cazolina and the United States of America. 3 Remarkable technology. Re~alfstfcprlce. 1. BACKGROUND. DP Solutions, Inc. (DPSn is the developer and owner of the Licensed Program and Materials. Client desires to obtain from DPSI a non- exclusive license to use the Licensed Program and Materials only for its use. 2. DEFINITIONS. For the purpose of this Agreement, the following are defined terms: a. The term "Source Code" shall mean the human readable and machine-readable program objects (modules) developed by DPSI in the creation of its proprietary software product. SOFTWARE LICENSE AGREEMENT by the client. However, the main part of the Licensed Program shall only be installed on one computer (the central network computer) at a time at the designated site. Client is authorized to transfer the license and to use the Licensed Program on a backup computer when the designated computer is temporarily inoperable until operable status is restored and processing on the backup machine is completed. Client's rights under this agreement to the Licensed Program and Materials shall not be assigned or licensed by Client without the prior written approval of DPSI. b. The term "'Licensed Program" shall mean a 4. LICENSED MATERIALS. DPSI shall famish to the licensed information-processing program or Client upon execution of this Agreement one copy of programs consisting of a series of objects (tables, the Licensed Materials describing the use and queries, forms, reports, macros, modules), application of the Licensed Program. Additional copies instructions, or statements which is machine of the Licensed Materials may be obtained by Client readable, including Source Code as defined upon payment to DPSI, or its authorized agent, the above, published price for such Licensed Materials. c. The term "Licensed Materials" shall mean any materials related to the Licensed Program and provided for use in connection with the Licensed Program. d. The term "Licensed Program and Materials" shall mean both the Licensed Program and Licensed Materials as defined above. e. The term "enhancement" shall mean any program, any part thereof, or any materials not included in the Licensed Program and Materials at the time of execution of this Agreement that is related to the Licensed Program and Materials. f. The term "use" shall include copying any portion of the Licensed Program or Licensed Materials into a computer or transmitting them to a computer for processing of the instruction or statements contained in the Licensed Program or Materials. g. The term "Client" shall mean the end-user of the Licensed Program and Materials. 3. LICENSE GRANT. DPSI hereby grants to Client, and Client hereby accepts, subject to the terms and conditions provided in this Agreement, anon-exclusive and nontransferable license to use the Licensed Program and Materials. Client shall have the right to use the Licensed Program and Materials solely for its internal operation and the right to install and use the Licensed Program with the number of concurrent users purchased 5. DATA CONVERSION. Client will be responsible for conversion of its current data to the format required by the Licensed Program. 6. T'ER The term of this Agreement shall commence upon delivery of the Licensed Program and shall remain in force for a term of 99 years, unless terminated earlier as provided in this Agreement. Acceptance of all terms herein, shall be in force upon registration of the product for Client by DPSI. This Agreement may be terminated at the option of DPSI by the Client's breach of a material provision herein. This Agreement may be terminated at Client's option for a breach by DPSI of a material provision herein. Such a termination by either party will require the Client to return the Licensed Program and Materials to DPSI. Also, the terms affecting proprietary rights of DPSI will remain in effect. 7. INSTALLATION. Installation of the Licensed Program shall be the responsibility of the Client. Installation support is available from DPSI or its authorized agents at the then current rate plus any and all applicable expenses. ' 8. WARRANTY OF PERFORMANCE. DPSI represents and warrants that the Licensed Program will perform in the manner specified in the Licensed Materials for the entire term of the Agreement. THE FOLLOWING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED DPS 001 .~ 04-11-t l Remarkable fecbrlo/ogy. Realistic price. OR IMPLIED, INCLUDING, BUT NOT L]MITED TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. CORRECTION OF E ORS UNDER THE WARRANTY. During the period the Licensed Program is under warranty, the sole obligation of DPSI will be to correct technical errors or defects in the Licensed Program, of which Client notifies DPSI or its authorized agent, in writing, so that the Licensed Program will perform as described in the Licensed Materials. The service will be rendered without charge to Client. 10. PROPERTY RIGHTS AND INDEMNIFICATION. DPSI warrants that it is the sole owner of the Licensed Program and Materials, free and clear of any liens and encumbrances, and that it has the right to grant a license to the Licensed Program and Materials. DPSI agrees to indemnify Client against any third party claims brought against it based upon infringement of a copyright, patent, or trade secret held by such third party arising out of the possession or use of the Licensed Program and Materials. 11. COPYRIGHT NOTICE. Client shall maintain the copyright notice of DPSI on the Licensed Program and Materials and shall reproduce such notice on any copies in whole or in part of the Licensed Program and Materials. Client acknowledges that the Licensed Program and Materials are the proprietary information and trade secret of DPSI. 12. ACKNOWLEDGMENT OF NO ENHANCEMENT RIGHTS. Client agrees that any enhancement to the Licensed Program that is solely related to the maintenance management function of the software and that is developed by Client with advice or support by DPSI, its authorized agent, or by DPSI for Client, whether or not reimbursed by Client and whether or not developed in conjunction with Client's employees or agents, shall be the exclusive property of DPSI. Client further agrees that enhanced versions of the Licensed Program do not constitute a program different from the Licensed Program, and as such, fall under the other terms and conditions of this Agreement. 13. SECURITY AND CONFIDENTIALITY. Client acknowledges that the Licensed Program and Materials contain proprietary and confidential information. Client will not disclose or show the Licensed Program and Materials, or any part thereof, to anyone for any purpose other than for usage in support of Client's business except as permitted by DPSI for demonstration purposes • or as provided for in a separate Remarketing Agreement SOFTWARE LICENSE AGREEMENT between Client and DPSI. Client will use all reasonable precautions and take all necessary steps to prevent the Licensed Program and Materials from being acquired by unauthorized persons. DPSI acknowledges that Client is a North Carolina local governmental entity and as such is subject to North Carolina Public Records Laws. In the event DPSI claims that information, records, documents, or things created for, used in, or related to the performance of this Agreement are Proprietary in nature and therefore not subject to Disclosure under North Carolina Public Records Laws DPSI shall identify in writing those records, documents, or things prior to the commencement date of this Agreement. Should a public records request be made for information the DPSI claims is Proprietary in nature, Client will, within a reasonable time, notify DPSI of such public records request. DPSI shall, within five (5) business days of said notification provide Notice that it does or does not object to the Client disclosing the requested information pursuant to the subject public records request. If DPSI objects to the disclosure of the requested information, DPSI agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the Client based upon the Client's refusal to disclose information DPSI claims is Proprietary in nature. DPSI agrees that if any such complaint or claim is filed it will indemnify Client and will reimburse Client for any and all damages awarded against Client for Client's refusal to disclose information DPSI claims is proprietary in nature. DPSI agrees that it releases Client from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the release or disclosure or failure by the Client to release or disclose information DPSI claims is Proprietary in nature. DPSI further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose information DPSI claims is Proprietary in nature. 14. COPIES OF LICENSED PROGRAM AND MATERIALS. Client shall not, without prior written consent of DPSI, copy in whole or in part the Licensed Program and materials provided by DPSI under this Agreement. Approved copies shall be made in machine-readable form, used exclusively for Client's internal backup use, and stored wherever Client deems to be suitable. The intent of this provision is to ensure 2 DPS 001 + 04-11-11 ITemarkabfe techno/agy. Realfsffc prices that while the Client has adequate backup, the Program or any copy of the Program, will not be used for operational purposes other than for the single site for which it was licensed. No more than one copy of the Licensed Program and Materials shall be in Client's possession at any time without prior written consent of DPSI. The original and any copy in whole or in part of the Licensed Program and Materials made by Client pursuant to this paragraph are the property of DPSI. 15. LIABILITY LIMITATIONS. Except for provisions outlined in Item 10, Property Rights and Indemnification, DPSI shall in no event be liable for loss of profit, goodwill, or other special or consequential damages suffered by Client or others as a result of the use by Client of the Licensed Program. The liability for direct damages by DPSI to Client or others resulting from use of the Licensed Program shall not exceed the amount of the License Fee payable to DPSI under this agreement. 16. GENERAL PROVISIONS. 16.1 ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties with respect to the matter contained herein. There are no promises, covenants or undertakings other than those expressly set forth herein. This Agreement may not be modified, except by writing, and signed by authorized representatives of DPSI and Client. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Title and paragraph headings contained in this Agreement are for convenient reference and do not constitute part ofthis Agreement. 16.2 WAIVER. A term or condition of this Agreement can be waived only by written consent of both- parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the terms or conditions to be performed and, until performance of the term or conditions is complete, the other party may invoke any remedy available under the Agreement or by law, despite such forbearance of indulgence. 16.3 NO WAIVER. The failure of either party to exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach .of the same of any other term of the Agreement. 16.4 PARTIAL INVALIDITY. Should any provision of this Agreement be held to be void, invalid, or inoperative, SOFTWARE LICENSE AGREEMENT due to either United States or other country law, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such provisions were deleted. 16.5 DISPUTE RESOLUTION. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision ofj or the performance or non- performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 16.6 FORCE MAJEURE. Neither party shall be responsible for or shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident act of government, shortages of materials or supplies, an act of war; riot; an epidemic, fire, flood or other disaster; an act of civil disobedience, a strike or lockout; a communication line failure, power failure, or failure of the computer equipment or non-DPSI developed software or any other cause beyond the control of such party ("Force Majeure"). In addition, DPSI is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control. Such causes include, but aze not limited to failure of the Client to provide information or required resources whenever DPSI needs such to complete its work. In the event DPSI is delayed in the delivery of the Licensed Program and Materials, or the installation thereof, for reasons beyond its control, delivery or installation shall take place as soon thereafter as is reasonably feasible. 16.7 NOTICE. Any notice required or permitted to be sent hereunder shall be in writing and shall be sent in a manner requiring a signed receipt, such as Federal Express, courier delivery, or if mailed, registered or certified mail, return receipt requested. (Telephone facsimile may also be used provided there is a Confirming Return Facsimile from the receiving party.) Notice is effective upon receipt. Notice to DPSI shall be addressed to: DPSI, 1801 Stanley Rd., Suite 301 Greensboro, NC 27407 or such other person or DPS 001 ~. 04-11-11 Remarkable technology. Reallstlc price. address as DPSI may designate. Notice to Client shall be addressed to Client address as contained in the database of DPSI, or such other person or address as Distributor may designate. Client shall be responsible to notify client of any changes to their address. 16.8 GOVERNING LAW. This Agreement shall be governed and interpreted in accordance with the substantive laws of the State of North Carolina and of the United States of America. SOFTWARE LICENSE AGREEMENT DPS 001 ~ 04-11-11 4